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-IINTERCONTINENTAL LTD.

(Formerly known as lntercontinental Leasing & Finance Company Limited)

CIN | 151100M H 19 8 4P LC2697 07

Regd. Office : DBS Business Center, 213, Raheja Chambers, 2nd Floot Free Press Journal Road, Nariman Point, Mumbai - 400021, Maharashtra

M

Listing Compliances, I Listing Compliances,BSE Limited, I CSE - India,P. f. Towers, 7, Lyons Range, DalhousieFort, Kolkata - 700001.Mumbai - 400001.

Code: 539938: Scrin Id: MIL

Date: 26tb August, 2019

Subiect: Notice ofthe 3sth Annual ceneral Meeting {AGMI and Annual Report 2018-19.

Dear Sir/Ma'am,

In compliance with Reg. 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, please find enclosed the Notice of 3sth AGM and Annual Report for fiscal 2019. The same willbe made available on the Company's website www.medicointercontinental.com.

The schedule ofAGM is as set out below:

This is for your information and record.

Thanking You,

FOR MEDICO INTERCONTINENTAL LIMITED(formerly known as Intercontinentol Leasing and Finance Company Limited)

Corporate Office :501, Aditraj Arcade, Near Hetv Tower, opp. Titanium city center, 100 Ft. rlng road, Satellite, Ahmedabad 380015.

Godown Address | 72 & \917a, Madhav Estate, Near IBP Petrol Pump, Forest Section 1, Asla i, Ahmedabad-382427.

Ph. No.i 079 - 26742739, Fax No. 079 267 4214A. Ernail lD [email protected] Website: www.medjcointercontinenta .com

Event Date TimeRelevant Date / Cut-off date to vote on AGMResolutions

14rt September,2019 NA

Book Closure date From September I4th, 2019 toSeptember 27,r, 2079 (Both daysinclusivel

NA

Commencement of E-Votins 18fr September,2019 9:00 A.M.End of E-Voting 20th SeDtember, 2019 5:00 P.M.

AGM 21"t SeDtember,2019 3:00 P.M.

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35TH ANNUAL REPORT 2018-2019

Board of Directors

Tanvi Shah Chairman & Non-Executive DirectorSamir Shah Managing DirectorAnkur Dave Independent DirectorNisarg Shah Independent DirectorVijay Shah Independent DirectorDinesh Shah Independent DirectorSwati Shah Additional Non-Executive Director

Audit Committee

Ankur Dave ChairmanVijay Shah MemberDinesh Shah Member

Stakeholders Relationship Committee

Dinesh Shah ChairmanVijay Shah MemberTanvi Shah Member

Nomination and Remuneration Committee

Ankur Dave ChairmanVijay Shah MemberDinesh Shah Member

Chief Executive Officer

Dilipkumar Bhogilal Shah

Chief Financial Officer

Jay Sharadkumar Shah

Company Secretary & Compliance Officer

Puneeta Sharma

Auditors

V. Goswami & Co.3, 2nd Floor, Manek Appt,Nr. Jain Derasar Temple,Above Dena Bank, Nehrunagar,Ahmedabad-380015.

Secretarial Auditor

Yash Mehta & Associates.67, Chinubhai Tower,Opp. Handloom House,Ahmedabad-380009.

CORPORATE INFORMATION

Registered Office

DBS Business Center,213, Raheja Chambers,2nd Floor, Free Press Journal Road,Nariman Point, Mumbai 400021,Maharashtra.

BankersICICI BankStandard Chartered Bank

Registrar & Transfer Agent

Purva Sharegistry (India) Pvt. Ltd.9, Shivshakti Industrial Estate,JR Boricha Marg, Opp. Kasturba Hospital,Lower Parel (E), Mumbai- 400011.

Depositories

Central Depository Services (India) LimitedMarathon Futurex, A-wing, 25th Floor,NM Joshi Marg, Lower Parel,Mumbai- 400013.

National Securities Depository LimitedTrade World, A wing, 4th & 5th Floors,Kamala Mills Compound, Lower Parel,Mumbai- 400013.

S.N. Particulars Page No.1 Notice of AGM ........................................... 22 Director’s Report ....................................... 183 CEO and CFO Certification ..................... 464 Independent Auditors Report and

Financials (Standalone) ............................. 475 Independent Auditors Report and

Financials (Consolidated) .......................... 686 Form MGT-12 Ballot Paper ...................... 897 Proxy Form ............................................... 908 Attendance Slip ........................................ 919 Route Map ................................................ 92


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NOTICENotice is hereby given that the 35th Annual General Meeting of the Members of Medico Intercontinental Limited(formerly known as Intercontinental Leasing and Finance Company Limited) will be held on Saturday, 21st September,2019 at 3.00 p.m. at ONYX Banquet Venue, Hotel Intercontinental Marine Drive, 135, Marine Drive, Mumbai – 400020,Maharashtra to transact the following business:

Ordinary Business:1. To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) for the financial

year ended 31st March, 2019 together with the Reports of Board of Directors and Auditors thereon.

2. To appoint Director in place of Mrs. Tanvi Shah (DIN: 08192047), who retires by rotation and being eligibleoffers herself for reappointment.

3. To Appoint M/s. V. Goswami & Co., Chartered Accountants, Ahmedabad, as Statutory Auditor of the Company.

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of theCompanies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time,approval of the members of the Company be and is hereby accorded for appointment of M/s. V. Goswami& Co, Chartered Accountants (Firm Registration Number: 128769W), as Statutory Auditors of the Companyto hold office until the conclusion of the fortieth (40th) Annual General Meeting (AGM) of the Company tobe held in the year 2024, to examine and audit the accounts of the Company at such remuneration as maybe mutually agreed between the Board of Directors of the Company and the Auditors.”

“RESOLVED FURTHER THAT Mr. Samir Shah, Managing Director of the Company be and is hereby authorizedfor and on behalf of the Company to do all such acts, deeds, things and matters necessary and incidentalto implement the aforesaid resolution and to file form w.r.t such appointment with Ministry of Corporate Affairs.”

SPECIAL BUSINESSES:

4. REGULARISATION OF MS. SWATI VIKRAMKUMAR SHAH AS NON-EXECUTIVE DIRECTOR OF THECOMPANY

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:

"RESOLVED THAT pursuant to the provisions of Section 152, 160, 161 of the Companies Act, 2013 andother applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act,2013, Ms. Swati Vikramkumar Shah (DIN: 08420884) who was appointed as an Additional Non-Executive Directorin the meeting of the Board of Directors held on 29th May, 2019 and whose term expires at the ensuingAnnual General Meeting of the company and for the appointment of whom the Company has received a noticein writing proposing her candidature for the office of the Director be and is hereby appointed as director ofthe Company liable to retire by rotation.”

5. APPROVAL OF LOANS, INVESTMENTS, GUARANTEE OR SECURITY UNDER SECTION 185 OF THECOMPANIES ACT, 2013:

To consider and if thought fit, to pass with or without modifications, the following resolution as SpecialResolution:

“RESOLVED THAT pursuant to Section 185 and all other applicable provisions of the Companies Act, 2013and rules made thereunder as amended from time to time, the consent of the Members of the Companybe and is hereby accorded to authorize Board of Directors of the Company (hereinafter referred to as theBoard, which term shall be deemed to include, unless the context otherwise required, any committee of theBoard or any director or officer(s) authorized by the Board to exercise the powers conferred on the Boardunder this resolution) to advance any loan including any loan represented by a book debt, or give any guaranteeor provide any security in connection with any loan taken by any entity which is a subsidiary or associateor joint venture of the Company, (in which any director is deemed to be interested) upto an aggregate sum

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of Rs. 30 crores (Rupees Thirty Crores only) in their absolute discretion deem beneficial and in the interestof the Company, provided that such loans are utilized by the borrowing company for its principal businessactivities.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Board of Directorsof the Company be and are hereby authorised, on behalf of the Company, to do all acts, deeds, mattersand things in their absolute discretion as deem necessary, proper and expedient or incidental and to signand execute all necessary documents, applications and returns, in the interest of the Company.”

6. APPROVAL OF LIMITS FOR THE LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY AS PERSECTION 186 OF THE COMPANIES ACT, 2013:

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 186 and other applicable provisions, if any, of theCompanies Act, 2013 and subject to necessary approvals, if any and to the extent required including thatof the lenders of the Company (if any), and in supersession of the earlier resolution passed with regard toinvestment activity of the Company in Extraordinary General Meeting held on March 23, 2019, the consentof the company be and is hereby accorded to the Board of Directors of the company (hereinafter referredto as the “Board”, which term shall be deemed to include person(s) authorised and/or committee which theBoard may have constituted or hereinafter constitute to exercise its powers including the powers conferredby this resolution) to make investment(s) and/or give loan(s) in the form of inter-corporate deposit(s) and/orshort term credit(s) and/or secured/unsecured loan(s) to and/or give guarantee (s) and/or provide any security(ies)in connection with any loan(s) made to any other person by or by any other person to any subsidiaries,joint ventures, associate companies and/or any other body(ies) corporate as the Board may deem fit in theinterest of the Company exceeding the limits permissible in terms of the section 186 of the Companies Act,2013 i.e. sixty percent of its paid up share capital, free reserves and securities premium account or onehundred percent of its free reserves and securities premium account, whichever is more; provided howeverthat the investment(s) made and /or loan(s) granted and/or guarantee(s) and security(ies) provided, other thanthe investment(s) made and/or loan(s) granted and/or guarantee(s) and security(ies) provided, other than theinvestment(s) made and/or loan(s) granted and/or guarantee(s) and Security(ies) provided and/or as are exemptedin terms of section 186 of the Companies Act, 2013 read with rules made thereunder, shall not exceed Rs.30 Crores (Rupees Thirty Crores only).

RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby severally authorisedto do all such acts, deeds, matters and things including but not limiting to deciding the entity(ies) in whichthe investment(s) be made and /or loan(s) extended and/or guarantee(s) and security(ies) be provided, amountof investment(s) to be made and/or loan (s) to be extended and/or guarantee(s) and security(ies) to be provided,when such amount be given from time to time, manner and nature of investment(s), the period for which loan(s)be extended, interest and security and other for extending loan(s), as the case may be, and such other termsand conditions, and for the purpose to sign agreements, deeds, documents, guarantees, forms, indemnities,registers, letters, declarations confirmations, undertakings and such other papers as may be necessary, desirableand expedient.”

7. APPROVAL FOR ENTERING INTO RELATED PARTY TRANSACTIONS:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to provisions of Section 188 and any other applicable provisions, if any, ofthe Companies Act, 2013 read with the Rules framed thereunder (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) and in supersession of the earlier resolution passedin the Extraordinary General Meeting held on March 23, 2019 and the provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended fromtime to time), consent of the members of the Company be and is hereby accorded for entering into thefollowing related party transaction(s) to the extent of the maximum amounts in any financial year, as providedbelow:


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Name of Nature of Name of the Nature of Material terms and Mone- Any otherthe Transactions Director or Relationship particulars of the tary relevantRelated as per Section 188 KMP who is Contract or Value importantParty of the Companies related, if any arrangement (in for the

Act, 2013 Rs.) informationformembersto takedecisionon theproposedresolution

Medico Transactions Mr. Samir Shah, Mr. Samir Shah As per the terms UptoHealthcare related to purchase, Mr. Dilipkumar and of the respective Rs.10

sale, rent income, Shah and Mr. Dilipkumar contracts or Crores Nonerent exp, Mrs. Tanvi Shah Shah are arrangements enteredcommission partners in into or to be enteredreceived and Medico into from time to timecommission paid Healthcare. in the ordinary course

Mrs. Tanvi Shah of business and onis wife of arm’s length basisMr. Samir Shah

Ritz Transactions related Mr. Samir Shah, Mr. Samir Shah As per the terms Upto NonePharma to purchase, sale, Mr. Dilipkumar and of the respective Rs.5

rent income, rent Shah and Mr. Dilipkumar contracts or Croresexp, commission Mrs. Tanvi Shah Shah are arrangements enteredreceived and partners in into or to be enteredcommission paid Ritz Pharma. into from time to time

Mrs. Tanvi Shah in the ordinary courseis wife of of business and onMr. Samir Shah. arm’s length basis

Flora Transactions related Mrs. Tanvi Shah Mrs. Tanvi Shah As per the terms Upto NoneMarketing to purchase, sale, and Mr. Samir is the Proprietor of the respective Rs.3

rent income, rent Shah of Flora contractsor Croresexp, commission Marketing. arrangements enteredreceived and Mr. Samir Shah into or to be enteredcommission paid is husband of into from time to time

Mrs. Tanvi Shah. in the ordinary courseof business and onarm’s length basis

Oxford Transactions related Mr. Samir Shah Mr. Samir Shah As per the terms Upto NonePharma to purchase and and is a Partner in of the respective Rs.20

sale Mrs. Tanvi Shah Oxford Pharma. contracts or CroresMrs. Tanvi Shah arrangements enteredis wife of into or to be enteredMr. Samir Shah into from time to time

into or to be enteredin the ordinary courseof business and onarm’s length basis

Kingston Transactions Mr. Samir Shah, Mr. Samir Shah As per the terms Upto NoneInfracon related to Mr. Dilipkumar and of the respective Rs. 5

commission paid, Shah and Mr. Dilipkumar contracts or Crorescommission income Mrs. Tanvi Shah are arrangements enteredand other services Shah Partners of into or to be entered

Kingston into from time to timeInfracon and in the ordinary courseMrs. Tanvi Shah of business and onis wife of arm’s length basisMr. Samir Shah

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Kingston Transactions related Mr. Samir Shah Mr. Samir Shah As per the terms of Upto NoneCafe to commission is Proprietor of the respective Rs.5

paid, commission Kingston Cafe contracts or Croresincome and and Mrs. Tanvi arrangements enteredother services Shah is wife of into or to be entered

Mr. Samir Shah into from time to timein the ordinary courseof business and onarm’s length basis

Kingston Transactions related Mr. Samir Shah, Mr. Samir Shah As per the terms of Upto NoneClub & to commission Mr. Dilip Shah & Mr. Dilip the respective Rs.5Spa paid, commission and Shah are contracts or CroresPrivate income and Mrs. Tanvi Shah Directors of the arrangements enteredLimited other services Company. into or to be entered

Mrs. Tanvi Shah into from time to timeis wife of in the ordinary courseMr. Samir Shah of business and on

arm’s length basisMedico Transactions related Mr. Samir Shah, Mr. Samir Shah As per the terms of Upto NoneMedserve to purchase, sale, Mr. Dilip Shah & Mr. Dilip the respective Rs. 3India commission and Shah are contracts or CroresPrivate received, Mrs. Tanvi Shah Directors of arrangements enteredLimited commission paid, the Company. into or to be entered

loan taken, Mrs. Tanvi Shah into from time to timeloan given is wife of in the ordinary course

Mr. Samir Shah of business and onarm’s length basis

Mr. Samir Transactions related Mrs. Tanvi Shah Mr. Samir Shah As per the terms of Upto NoneShah to Remuneration, and is Managing the respective Rs.20

Interest paid, Loan Mr. Dilip Shah Director of the contracts or Crorestaken, rent income Company. arrangements enteredand other Mr. Dilipkumar into or to be enteredperquisites Shah is father into from time to time

of Mr. Samir in the ordinary courseShah. of business and onMrs. Tanvi Shah arm’s length basisis wife ofMr. Samir Shah

Mr. Dilip Transactions related Mr. Samir Shah Mr. Dilip Shah As per the terms of Upto NoneShah to Remuneration, and is father of the respective Rs. 5

Interest paid, Loan Mrs. Tanvi Shah Mr. Samir Shah contracts or Crorestaken, rent income and CEO of the arrangements enteredand other Company. into or to be enteredperquisites Mrs. Tanvi Shah into from time to time

is wife of in the ordinary courseMr. Samir Shah of business and on

arm’s length basis


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Mr. Ronak Transactions related Mr. Samir Shah Mr. Ronak Shah As per the terms of Upto NoneShah to Remuneration, is cousin the respective Rs.3

Interest income, brother of contracts or CroresInterest exp, rent Mr. Samir Shah arrangements enteredincome, Loan given, into or to be enteredloan taken and into from time to timeother perquisites in the ordinary course

of business and onarm’s length basis

Mr. Transactions related Mr. Samir Shah Mr.Sharad Shah As per the terms of Upto NoneSharadbhai to Remuneration, is real uncle of the respective Rs.3Shah Interest income, Mr. Samir Shah contracts or Crores

Interest exp, rent arrangements enteredincome, Loan given, into or to be enteredloan taken and into from time to timeother perquisites in the ordinary course


Mrs. Remuneration paid Mr. Samir Shah Mrs. Panna As per the terms of Upto NonePanna Shah is wife of the respective Rs.50Shah Mr. Sharadbhai contracts or lakhs

Shah arrangements enteredinto or to be enteredinto from time to timein the ordinary courseof business and onarm’s length basis

Mr. Jay Remuneration paid Mr. Samir Shah Mr. Jay Shah is As per the terms of Upto NoneShah Cousin brother the respective Rs.10

of Mr. Samir contracts or LakhsShah, Managing arrangements enteredDirector of the into or to be enteredCompany. into from time to time

in the ordinary courseof business and onarm’s length basis

Mrs. Transactions related Mr. Samir Shah Mrs. Khushboo As per the terms of Upto NoneKhushboo to Remuneration, Shah is wife of the respective Rs.1Shah Interest, Rent Mr. Ronak Shah contracts or Crores

Income, Loan taken Brother of arrangements enteredand loan Given Mr. Samir Shah into or to be entered

into from time to timein the ordinary courseof business and onarm’s length basis

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“RESOLVED FURTHER THAT the Board of Directors of the Company (the “Board”, which term shall be deemedto include its “Committee of Directors”), be and is hereby authorized to do or cause to be done all suchacts, matters, deeds and things and to settle any questions, difficulties or doubts that may arise with regardto any transactions.”

For and on behalf of the BoardMedico Intercontinental Limited

(formerly known as Intercontinental Leasing and Finance Company Limited)

Sd/-Place : Mumbai Samir ShahDate : 21/08/2019 Managing Director

DIN: 03350268

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DEPOSITED ATTHE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE MEETING.BLANK PROXY FORM IS GIVEN IN THE ANNUAL REPORT. A person can act as a proxy on behalf ofmembers not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total share capitalof the company.

2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and endingwith the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any timeduring the business hours of the Company, provided that not less than three days written notice is givento the Company.

3. A statement pursuant to Section 102 of the Companies Act, 2013 in respect of special business under itemnos. 4 to 7 set out above to be transacted at the meeting is annexed hereto and form part of this Notice.

4. Corporate Members intending to send their authorized representative(s) to attend the meeting are requestedto send a certified copy of Board Resolution authorizing their representative(s) to attend and vote on theirbehalf at the meeting.

5. Members / proxies / authorized representatives should bring the duly filled Attendance Slip enclosed herewithto attend the meeting.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of nameswill be entitled to vote at the Meeting.

7. Members seeking any information with regard to the Accounts are requested to write to the Company at anearly date, so as to enable the Management to keep the information ready at the meeting.

8. Relevant documents referred to in the accompanying Notice and statutory registers are open for inspectionby the Members at the Registered Office at DBS Business Center, 213, Raheja Chambers, 2nd Floor, FreePress Journal Road, Nariman Point, Mumbai – 400021, Maharashtra, of the Company on all working days,during business hours up to the date of the Meeting and during the meeting.

9. The Register of Contracts or Arrangements in which the directors are interested, maintained under Section189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

10. The Register of Members and Share Transfer Books of the Company will remain closed from 14th September,2019 to 21st September, 2019 (both days inclusive).

11. Members are requested to address all the correspondence to the Registrar and Share Transfer Agents, PurvaSharegistry (India) Private Limited, Unit: 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp., Lower Parel(East), Mumbai-400011.


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12. With a view to using natural resources responsibly, we request all the shareholders to update their emailaddresses with their Depository Participants as to enable the Company to send communications electronically.

13. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management andAdministration) Rules, 2014, as substituted by the Companies (Management and Administration) Amendment,Rules 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has provided a facility to the members to exercise their vote electronically through theelectronic voting service facility arranged by National Securities Depository Limited (NSDL). Members who havecast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to casttheir vote again.

14. The Annual Report 2018-19, the Notice of the 35th AGM and instructions for e-voting, along with the Attendanceslip and Proxy form, are being sent by electronic mode to all the members whose email addresses are registeredwith the Company / Depository Participant(s), unless a member has requested for a physical copy of thedocuments. For members who have not registered their email addresses, physical copies of the documentsare being sent by the permitted mode.

15. Members may also note that the Notice of the 35th AGM and the Annual Report 2018-19 will be availableon the Company’s website www.medicointercontinental.com. The physical copies of the documents will alsobe available at the Company’s registered office for inspection during normal business hours on working days.Members who require communication in physical form in addition to e-communication, or have any other queries,may write to us at: - [email protected].

16. Additional information, pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, in respect of the directors seeking appointment / re-appointment at the AGM, is furnishedas annexure to the Notice. The directors have furnished consent / declaration for their appointment / re-appointment as required under the Companies Act, 2013 and the Rules there under.

17. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent AccountNumber (PAN) by every participant in the securities market. Members holding shares in electronic form are,therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physicalform are required to submit their PAN details to the Registrar and Share Transfer Agents, Purva Sharegistry(India) Private Limited, Unit: 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp., Lower Parel (East),Mumbai-400011.

18. Mr. Yash Mehta, Proprietor of M/s. Yash Mehta & Associates, Company Secretaries, has been appointedas the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

19. The facility for voting, through electronic voting system shall also be made available at the meeting and Membersattending the meeting who have not already cast their vote by remote e-voting shall be able to exercise theirright at the meeting.

20. Route map & landmark of venue of AGM is enclosed with Notice.

21. The shareholder needs to furnish the printed Attendance slip along with a valid identity proof such as thePAN card, passport, AADHAR card or driving license to enter the AGM hall.

22. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies(Management and Administration) Rules, 2014 as amended by the Companies (Management andAdministration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015, the Company is pleased to provide members facility to exercise theirright to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronicmeans and the business may be transacted through e-Voting Services. The facility of casting the votesby the members using an electronic voting system from a place other than venue of the (AGM) (“remotee-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attendingthe meeting who have not cast their vote by remote e-voting shall be able to exercise their right atthe meeting through ballot paper.

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III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGMbut shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 18th September, 2019 (9:00 am) and ends on 20th September,2019 (5:00 pm). During this period members of the Company, holding shares either in physical formor in dematerialized form, as on the cut-off date of 14th September, 2019, may cast their vote by remotee-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the voteon a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentionedbelow:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is availableunder ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a VerificationCode as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after usingyour log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your voteelectronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:(NSDL or CDSL) or Physical

a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client IDdemat account with NSDL. For example if your DP ID is IN300*** and Client

ID is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in 16 Digit Beneficiary IDdemat account with CDSL. For example if your Beneficiary ID is

12************** then your user ID is 12**************

c) For Members holding shares in EVEN Number followed by Folio Number registeredPhysical Form. with the company

For example if folio number is 001*** andEVEN is 111529 then user ID is 111529001***

5. Your password details are given below:

a) If you are already registered for e-Voting, then you can user your existing password to loginand cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initialpassword’ which was communicated to you. Once you retrieve your ‘initial password’, youneed to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initialpassword’ is communicated to you on your email ID. Trace the email sent to you


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from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdffile. Open the .pdf file. The password to open the .pdf file is your 8 digit client IDfor NSDL account, last 8 digits of client ID for CDSL account or folio number for sharesheld in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, your ‘initial password’ is communicated to you onyour postal address.

6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten yourpassword:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat accountwith NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option availableon www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a requestat [email protected] mentioning your demat account number/folio number, your PAN,yourname and your registered address.

d) Members can also use the OTP (One Time Password) based login for casting the voteson the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the checkbox.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click one-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in whichyou are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the numberof shares for which you wish to cast your vote and click on “Submit” and also “Confirm” whenprompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on theconfirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned

copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimensignature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer bye-mail to [email protected] with a copy marked to [email protected].

2. It is strongly recommended not to share your password with any other person and take utmostcare to keep your password confidential. Login to the e-voting website will be disabled upon fiveunsuccessful attempts to key in the correct password. In such an event, you will need to gothrough the “Forgot User Details/Password?” or “Physical User Reset Password?” option availableon www.evoting.nsdl.com to reset the password.

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3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholdersand e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.comor call on toll free no.: 1800-222-990 or send a request at [email protected]

VI. You can also update your mobile number and e-mail id in the user profile details of the folio whichmay be used for sending future communication(s).

VII. The voting rights of members shall be in proportion to their shares of the paid-up equity share capitalof the Company as on the cut-off date of 14th September, 2019.

VIII. Any person, who acquires shares of the Company and become member of the Company after dispatchof the notice and holding shares as of the cut-off date i.e. 14th September, 2019, may obtain the loginID and password by sending a request at [email protected] or the Company/RTA.

However, if you are already registered with NSDL for remote e-voting then you can use your existinguser ID and password for casting your vote. If you forgot your password, you can reset your passwordby using “Forgot User Details/Password?” or “Physical User Reset Password?” option available onwww.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

IX. A member may participate in the AGM even after exercising his right to vote through remote e-votingbut shall not be allowed to vote again at the AGM.

X. A person, whose name is recorded in the register of members or in the register of beneficial ownersmaintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remotee-voting as well as voting at the AGM through ballot paper.

XI. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is tobe held, allow voting with the assistance of scrutinizer, for all those members who are present at theAGM but have not cast their votes by availing the remote e-voting facility.

XII. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votescast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence ofat least two witnesses not in the employment of the Company and shall make, not later than two(2) days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast infavour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersignthe same and declare the result of the voting forthwith.

XIII. The Result declared along with the Scrutinizers’ Report shall be placed on the Company’s website on23rd September, 2019 and on the website of NSDL immediately after the results are declared by theChairman or any other person authorized by him and the Company shall, simultaneously, forward theresults to the concerned Stock exchange where its equity shares are listed.




DIN: 03350268


12

Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013:The following Explanatory Statements, as required under Section 102 of the Companies Act, 2013, set out all materialfacts relating to the business under Item Nos. 4 to 7 of the accompanying Notice.

ITEM NO. 4:Ms. Swati Vikramkumar Shah, who was appointed as Non-Executive Additional Director of the Company in the Boardmeeting held on 29th May, 2019 will hold the office till the ensuing Annual General Meeting of the Company.

A notice under section 160 of the Companies Act, 2013 has been received proposing his appointment as a Non-Executive Director.

Ms. Swati Vikramkumar Shah is not disqualified from being appointed as a Director in terms of section 164 ofthe Companies Act, 2013. Hence, it is proposed to appoint Ms. Swati Vikramkumar Shah as a Non-Executive Directorof the Company.

The Board recommends the resolution at item no. 4 for the approval of the shareholders.

Ms. Swati Vikramkumar Shah is related to directors/KMP of the Company.

None of the Directors/ KMP of the Company are in any way concerned or interested in the resolution except tothe extent of their shareholding in the Company.

ITEM NO. 5:The Company is expected to render support for the business requirements of other companies in the group, fromtime to time. However, owing to certain restrictive provisions contained in the Section 185 of the Companies Act,2013 and subject to amendments as may be notified from time to time, the Company with the approval of membersby way of Special Resolution, would be in a position to provide financial assistance by way of loan to other entitiesin the group or give guarantee or provide security in respect of loans taken by such entities, for their principalbusiness activities.

The members may note that Board of Directors would carefully evaluate proposals and provide such loan, guaranteeor security proposals through deployment of funds out of internal resources / accruals and / or any other appropriatesources, from time to time, only for principal business activities of the group entities.

Hence, in order to enable the Company to advance loan to Subsidiaries / Associates / joint ventures/ other companies/firms in which directors are interested directly or indirectly under Section 185 of the Companies Act, 2013 requiredapproval of members by Special Resolution.

The Board of Directors recommend the special resolution for approval of the Members of the Company.

None of the Directors, Key managerial personnel and their relatives are concerned or interested in the aforesaidresolution except to the extent of their shareholding in the Company.

ITEM NO. 6:In terms of section 186 of the Companies Act, 2013, no company shall directly or indirectly:

a. Give any loan to any person or other body corporate;

b. Give guarantee, or provide security, in connection with a loan to any other body corporate or person; and

c. Acquire, by way of subscription, purchase or otherwise the securities of any other body corporate,

exceeding sixty percent of its paid-up share capital, free reserves and securities premium account, or one hundredpercent of its free reserves and securities premium account, whichever is more unless authorised by a special resolutionpassed in a general meeting of the members of the company.

The members of the Company at the Extraordinary General Meeting held on March 23, 2018 had passed a resolutionauthorizing the Board of Directors of the Company to give guarantee, loans and make investments of securitiesof body corporate from time to time, up to Rs. 20 Crores.

The Company is diversifying into the pharmaceutical sector and hence it is considered necessary to increase thelimits from Rs. 20 Crores to Rs. 30 Crores to facilitate any opportunities for inorganic growth and make other strategicinvestments.

The Board of Directors recommend the resolution for the approval of members of the Company as a Special Resolution.

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None of the Directors or Key Managerial Personnel or any of their relatives is, in anyway, concerned or interestedin the above resolution.

ITEM NO. 7:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) provides forobtaining approval of members for entering into material related party transactions as provided therein.

Further, in terms of the provisions of section 188 (1) of the Companies Act, 2013 read with the rules framed thereunder,for entering into related party transactions where the transaction value exceeds the thresholds prescribed, prior approvalof members by way of an Ordinary Resolution is required.

Accordingly, in terms of the provisions of the LODR Regulations and the Companies Act, 2013, approval of themembers of the Company is being sought by way of an Ordinary Resolution set out at Item No. 6 of this Notice.

Pursuant to the requirements prescribed under the Companies (Meetings of the Board and its Powers) Rules, 2014,as amended from time to time, the details in relation to the transactions with related parties, is as under:



Medico Transactions Mr. Samir Shah, Mr. Samir Shah As per the terms UptoHealthcare related to purchase, Mr. Dilipkumar and of the respective Rs.10

sale, rent income, Shah and Mr. Dilipkumar contracts or Crores Nonerent exp, Mrs. Tanvi Shah Shah are arrangements enteredcommission partners in into or to be enteredreceived and Medico into from time to timecommission paid Healthcare. in the ordinary course

Mrs. Tanvi Shah of business and onis wife of arm’s length basisMr. Samir Shah

Ritz Transactions related Mr. Samir Shah, Mr. Samir Shah As per the terms Upto NonePharma to purchase, sale, Mr. Dilipkumar and of the respective Rs.5

rent income, rent Shah and Mr. Dilipkumar contracts or Croresexp, commission Mrs. Tanvi Shah Shah are arrangements enteredreceived and partners in into or to be enteredcommission paid Ritz Pharma. into from time to time

Mrs. Tanvi Shah in the ordinary courseis wife of of business and onMr. Samir Shah. arm’s length basis

Flora Transactions related Mrs. Tanvi Shah Mrs. Tanvi Shah As per the terms Upto NoneMarketing to purchase, sale, and Mr. Samir is the Proprietor of the respective Rs.3

rent income, rent Shah of Flora contractsor Croresexp, commission Marketing. arrangements enteredreceived and Mr. Samir Shah into or to be enteredcommission paid is husband of into from time to time

Mrs. Tanvi Shah. in the ordinary courseof business and onarm’s length basis


14



Oxford Transactions related Mr. Samir Shah Mr. Samir Shah As per the terms Upto NonePharma to purchase and and is a Partner in of the respective Rs.20

sale Mrs. Tanvi Shah Oxford Pharma. contracts or CroresMrs. Tanvi Shah arrangements enteredis wife of into or to be enteredMr. Samir Shah into from time to time

into or to be enteredin the ordinary courseof business and onarm’s length basis

Kingston Transactions Mr. Samir Shah, Mr. Samir Shah As per the terms Upto NoneInfracon related to Mr. Dilipkumar and of the respective Rs. 5

commission paid, Shah and Mr. Dilipkumar contracts or Crorescommission income Mrs. Tanvi Shah are arrangements enteredand other services Shah Partners of into or to be entered

Kingston into from time to timeInfracon and in the ordinary courseMrs. Tanvi Shah of business and onis wife of arm’s length basisMr. Samir Shah

Kingston Transactions related Mr. Samir Shah Mr. Samir Shah As per the terms of Upto NoneCafe to commission is Proprietor of the respective Rs.5

paid, commission Kingston Cafe contracts or Croresincome and and Mrs. Tanvi arrangements enteredother services Shah is wife of into or to be entered

Mr. Samir Shah into from time to timein the ordinary courseof business and onarm’s length basis

Kingston Transactions related Mr. Samir Shah, Mr. Samir Shah As per the terms of Upto NoneClub & to commission Mr. Dilip Shah & Mr. Dilip the respective Rs.5Spa paid, commission and Shah are contracts or CroresPrivate income and Mrs. Tanvi Shah Directors of the arrangements enteredLimited other services Company. into or to be entered

Mrs. Tanvi Shah into from time to timeis wife of in the ordinary courseMr. Samir Shah of business and on

arm’s length basisMedico Transactions related Mr. Samir Shah, Mr. Samir Shah As per the terms of Upto NoneMedserve to purchase, sale, Mr. Dilip Shah & Mr. Dilip the respective Rs. 3India commission and Shah are contracts or CroresPrivate received, Mrs. Tanvi Shah Directors of arrangements enteredLimited commission paid, the Company. into or to be entered

loan taken, Mrs. Tanvi Shah into from time to timeloan given is wife of in the ordinary course

Mr. Samir Shah of business and onarm’s length basis

15




Mr. Samir Transactions related Mrs. Tanvi Shah Mr. Samir Shah As per the terms of Upto NoneShah to Remuneration, and is Managing the respective Rs.20

Interest paid, Loan Mr. Dilip Shah Director of the contracts or Crorestaken, rent income Company. arrangements enteredand other Mr. Dilipkumar into or to be enteredperquisites Shah is father into from time to time

of Mr. Samir in the ordinary courseShah. of business and onMrs. Tanvi Shah arm’s length basisis wife ofMr. Samir Shah

Mr. Dilip Transactions related Mr. Samir Shah Mr. Dilip Shah As per the terms of Upto NoneShah to Remuneration, and is father of the respective Rs. 5

Interest paid, Loan Mrs. Tanvi Shah Mr. Samir Shah contracts or Crorestaken, rent income and CEO of the arrangements enteredand other Company. into or to be enteredperquisites Mrs. Tanvi Shah into from time to time

is wife of in the ordinary courseMr. Samir Shah of business and on

arm’s length basisMr. Ronak Transactions related Mr. Samir Shah Mr. Ronak Shah As per the terms of Upto NoneShah to Remuneration, is cousin the respective Rs.3

Interest income, brother of contracts or CroresInterest exp, rent Mr. Samir Shah arrangements enteredincome, Loan given, into or to be enteredloan taken and into from time to timeother perquisites in the ordinary course


Mr. Transactions related Mr. Samir Shah Mr.Sharad Shah As per the terms of Upto NoneSharadbhai to Remuneration, is real uncle of the respective Rs.3Shah Interest income, Mr. Samir Shah contracts or Crores

Interest exp, rent arrangements enteredincome, Loan given, into or to be enteredloan taken and into from time to timeother perquisites in the ordinary course


Mrs. Remuneration paid Mr. Samir Shah Mrs. Panna As per the terms of Upto NonePanna Shah is wife of the respective Rs.50Shah Mr. Sharadbhai contracts or lakhs

Shah arrangements enteredinto or to be enteredinto from time to timein the ordinary courseof business and onarm’s length basis


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Mr. Jay Remuneration paid Mr. Samir Shah Mr. Jay Shah is As per the terms of Upto NoneShah Cousin brother the respective Rs.10

of Mr. Samir contracts or LakhsShah, Managing arrangements enteredDirector of the into or to be enteredCompany. into from time to time

in the ordinary coursearm’s length basis

Mrs. Transactions related Mr. Samir Shah Mrs. Khushboo As per the terms of Upto NoneKhushboo to Remuneration, Shah is wife of the respective Rs.1Shah Interest, Rent Mr. Ronak Shah contracts or Crores

Income, Loan taken Brother of arrangements enteredand loan Given Mr. Samir Shah into or to be entered

into from time to timein the ordinary courseof business and onarm’s length basis

The Board of Directors recommend the resolution for the approval of members of the Company as an Ordinary Resolution.None of the Directors or Key Managerial Personnel or any of their relatives is, in anyway, concerned or interestedin the above resolution, save and except to the extent of their ownership and management rights, if any, in theentity mentioned in the said resolution.




DIN: 03350268

17


Details of Director Seeking Appointment/ Re-appointment at the Annual General Meeting

Name of the Director Tanvi Shah Swati Vikramkumar Shah

DIN 08192047 08420884

Nationality Indian Indian

Date of Appointment on Board 14/08/2018 29/05/2019

Qualification Diploma in Architectural LLM and Pursuing PhD in Law.Assistantship

Shareholding in company - -List of Directorships held in other Companies Azillian Healthcare Medico Medserve India(excluding foreign, private and Section 8 Private Limited Private LimitedCompanies)Memberships of Audit and Stakeholders’ Members of Stakeholders -Relationship Committees across Public Relationship CommitteeCompanies of Medico Intercontinental

LimitedRemuneration paid or sought to be paid - -Relationship with other Directors/KMP Wife of Mr. Samir Shah Cousin Sister in law of

Mr. Samir Shah




DIN: 03350268


18

DIRECTORS’ REPORT

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”or “MIL”), along with Audited Financial Statements for the financial year ended 31st March, 2019. The Consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:(Rs. In Lakhs, except per equity share data)

Particulars Standalone ConsolidatedFor the year ended For the year ended

31st March 31st March2019 2018 2019 2018

Revenue from Operations 9,95,31,328.32 0.00 9,95,31,328.32 0.00

Other Income 35,59,322.02 38,90,630.00 35,59,322.02 38,90,630.00

Total Expenses (9,27,03,585.42) (33,95,563.70) (9,29,34,693.42) (33,95,563.70)

Profit/Loss before Depreciation, FinanceCosts, Exceptional items and Tax expenses 1,03,87,064.92 4,95,066.30 1,01,55,956.92 4,95,066.30

Less: - Depreciation/Amortization/ Impairment 32,080.00 32,080.00 32,080.00 32,080.00

Profit/Loss before Finance Costs,Exceptional items and Tax expenses 1,03,54,984.92 4,62,986.30 1,01,23,876.92 4,62,986.30

Less: - Finance Costs 64,526.60 0.00 64,526.60 0.00

Profit/Loss before Exceptional items andTax expenses 1,02,90,458.32 4,62,986.30 1,00,59,350.32 4,62,986.30Add/(Less): - Exceptional Items 0.00 0.00 0.00 0.00Profit/Loss before Tax expenses 1,02,90,458.32 4,62,986.30 1,00,59,350.32 4,62,986.30Less: - Tax Expense (Current & Deferred) 26,99,186.25 1,68,242.00 26,99,186.25 1,68,242.00Profit/Loss for the year (1) 75,91,272.07 2,94,744.30 73,60,164.07 2,94,744.30Other Comprehensive Income/Loss (2) 0.00 0.00 0.00 0.00Total (1+2) 75,91,272.07 2,94,744.30 73,60,164.07 2,94,744.30

2. RESULT OF OPERATIONS & STATE OF COMPANY’S AFFAIR:Your Company has performed modestly in the past year despite challenging economic conditions. Nevertheless,your Directors are optimistic about the future and expect the business to perform well for the forthcomingyears. Your Directors are relentlessly striving for the betterment of the business and for the said purpose,they have decided to change the business of the Company and accordingly they have further proceeded withChange of Management of the Company. Your business has been acquired by Mr. Samir Shah and Mr. DilipkumarShah, who were having an experience in pharma sector and therefore, with the approval from members ofthe Company, Name and Object has been changed along with Change in Management of the Company.

After aforementioned change, business of the Company started performing well and simultaneously, price ofthe shares of the Company has also been increased.

3. CHANGE IN THE NATURE OF THE BUSINESS:The Company’s management has been changed due to acquisition of the Company by a renowned businessmanof Ahmedabad whose business is in the field of Pharma. Therefore, Company has also changed its existingbusiness to pharma business. Hence, there is a change in the nature of the business during the year underreview.

4. SHARE CAPITAL:During the year under review, Authorized share capital has been increased from Rs. 3,50,00,000/- (Rupees

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Three Crore Fifty Lakhs Only) divided in to 35,00,000 (Thirty-Five Lakhs Only) Equity Shares of Rs. 10 eachto Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore Only) Equity Shares ofRs. 10 each vide special resolution dated 23rd March, 2019.

There were no other changes in the share capital of the Company during the year under review.

Share Capital of the Company as on March 31, 2019 was as follows:Authorized Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore Only)Equity Shares of Rs. 10 each.Issued, Subscribed and Paid Up Capital - Rs. 3,24,90,000/- (Rupees Three Crores Twenty-Four Lakhs NinetyThousand Only) divided into 32,49,000 (Thirty-two lakhs forty-nine thousand only) Equity Shares of Rs. 10each.

5. DIVIDEND:The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2019as the Board have considered it financially prudent in the long-term interest of the company so as to reinvestthe profits into the business of the company and to build its strong reserve base and assure the growthof the Company in long run.

The Company has not declared any dividend in past years. Therefore, there is no such amount of Unpaidor Unclaimed dividend to be transferred to Investor Education and Protection Fund (IEPF).

6. TRANSFER TO RESERVES:During the period under review, the company has transferred profit of Rs. 75,91,272.07/- to the Reserves ofthe Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:

Acquisition: Azillian Healthcare Private LimitedOn May 08, 2019, MIL has acquired 100% shares of Azillian Healthcare Private Limited for cash considerationof Rs. 3,54,20,000/- (Rupees Three crores fifty-four lakhs and twenty thousand only). Now, Azillian HealthcarePrivate Limited becomes Wholly Owned Subsidiary of our Company.

Appointment of Statutory AuditorOn 29th May, 2019, Board of Directors of the Company proposed to appoint M/s. V. Goswami & Co(FRN – 128769W), Chartered Accountants, Ahmedabad as Statutory Auditors of the Company due to completionof term of previous auditors as on March 31, 2019.

Therefore, V. Goswami & Co, Chartered Accountants, Ahmedabad, has been appointed as Statutory Auditorsof the Company for the period of five years till the conclusion of Annual General Meeting held in the year2024, subject to approval of members in their ensuing Annual General Meeting.

8. DEPOSIT:The company has not accepted any deposits from the public and as such, no amount on account of principalor interest on deposits from public was outstanding as on the date of the balance sheet for the FinancialYear 2018-2019.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,2013:The particulars of loans, guarantees and investments have been disclosed in the financial statements whichalso form part of this report.

10. CORPORATE SOCIAL RESPONSIBILITY:The company has not developed and implemented any Corporate Social Responsibility Initiatives as per theprovisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 as the aforesaid provisions are not applicable to the Company.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO:The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read withRule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-I”.


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12. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACYThe Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud,error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures. The details with respect to internal control systems and internal Audit has beenbriefed in Management Discussion and Analysis Report, which is annexed herewith as “Annexure-II”.

13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors tomaintain the independence of the Board, and separate its functions of governance and management.

14. INDEPENDENT DIRECTOR’S DECLARATIONThe Company has received necessary declaration from each independent director under Section 149(7) of theCompanies Act, 2013, that he / she meets the criteria of independence as laid down in Section 149(6) ofthe Companies Act, 2013.

15. BOARD EVALUATION:In terms of provisions of Companies Act, 2013 read with rules issued there under and SEBI (LODR) Regulations2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluatedthe effectiveness of the Board/Director’s for the Financial Year 2018-19.The performance and functioning of the board were evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structure, effectiveness of boardprocesses, information and functioning, etc.The committees of the Board were assessed after seeking inputs from the committee members on the basisof the criteria such as the composition of committees, effectiveness of committee meetings, etc.The board and the nomination and remuneration committee reviewed the performance of the individual directorson the basis of the criteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputsin meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.In a separate meeting of independent directors, performance of non-independent directors, performance of theboard as a whole and performance of the chairman was evaluated, taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting that followed the meetingof the independent directors, at which the performance of the board, its committees and individual directorswas also discussed. Performance evaluation of independent directors was done by the entire board, excludingthe independent director being evaluated.

16. NUMBER OF MEETINGS OF THE BOARD:During the year, the Board met 08 (Eight) times to deliberate on various matters. The Meetings were heldon 25/05/2018, 14/08/2018, 06/09/2018, 08/10/2018, 14/11/2018, 16/01/2019, 25/02/2019 & 25/03/2019. Themaximum interval between any two meetings did not exceed 120 days.

S.N. Name of the Director No of Meetings held No. of Meetings attended1 Samir Dilipkumar Shah@^ 8 62 Amar Jaiswal@ 8 63 Mitul Shah@ 8 64 Tanvi Shah@ 8 65 Dinesh Shah@ 8 66 Vijay Shah% 8 57 Mr. Ankur Dave! 8 18 Mr. Nisarg Shah! 8 19 Ravi Kharwad* 8 610 Satishkumar Rajbhar# 8 611 Rajni Jethalal Shah~ 8 412 Anjali Kharwad$ 8 1

21


$ Mrs. Anjali Kharwad ceased to be the director of the Company w.e.f. 14th August, 2018.

@ Mr. Samir Shah, Mr. Amar Jaiswal, Mr. Mitul Shah, Mrs. Tanvi Shah, Mr. Dinesh Shah was appointedon the Board w.e.f. 14th August, 2018.

% Mr. Vijay Shah was appointed on the Board w.e.f. 6th September, 2018.

^ Mr. Samir Shah was further regularized and appointed as Managing Director w.e.f. 29th September, 2018.

~ Mr. Rajni Shah ceased to be director of the Company w.e.f. 23rd October, 2018.

! Mr. Ankur Dave and Mr. Nisarg Shah was appointed on the Board w.e.f. 23rd March, 2019.

* Mr. Ravi Kharwad ceased to be the director of the company w.e.f. 25th February, 2019.

# Mr. Satish Rajbhar ceased to be the director of the Company w.e.f. 25th February, 2019.

17. AUDIT COMMITTEEThe primary objective of the audit committee is to monitor and provide an effective supervision of the Management’sfinancial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency,integrity and quality of financial reporting. The audit committee oversees the work carried out in the financialreporting process by the Management, the internal auditors and the independent auditors, and notes theprocesses and safeguards employed by each of them. The audit committee has the ultimate authority andresponsibility to select, evaluate and, where appropriate, replace the independent auditors in accordance withthe law.

Further, as per the provision of section 177 of the Companies Act, 2013, the constitution of Audit Committeeon various dates are as follow;

S.N. Name of Director DIN Category1 Rajni Jethalal Shah* 07008158 Chairman / Independent Director

2 Satish Phoolchand Rajbhar^ 06798717 Member / Independent Director

3 Ravi Kharwad$ 02079606 Member / Executive Director

4 Dinesh Shah* 00345641 Chairman / Independent Director

5 Vijay Shah^ 00747226 Member / Independent Director

6 Samir Shah$ 03350268 Member / Executive Director

* Mr. Rajni Shah expressed his inability to continue as Chairman of the Committee. Therefore, Mr. DineshShah was appointed as the Chairman of the Audit Committee w.e.f. 8th October, 2018

^ Due to the Cessation of Mr. Satish Rajbhar as Member of Board of directors and Member of variouscommittees, Mr. Vijay Shah was appointed as Member of the Audit Committee in place of Satish Rajbharw.e.f. 25th February, 2019.

$ Due to the Cessation of Mr. Ravi Kharwad as Member of Board of directors and Member of variouscommittees, Mr. Samir Shah was appointed as Member of the Audit Committee in place of Satish Rajbharw.e.f. 25th February, 2019.

Four meetings of the Audit committee were held during the year. The dates on which the said meetings wereheld: 25th May, 2018, 14th August, 2018, 14th November, 2018 and 16th January, 2019.

S.N. Name of Member No of Meetings held No. of Meetings attended1 Rajni Jethalal Shah* 4 2

2 Satish Phoolchand Rajbhar^ 4 4

3 Ravi Kharwad$ 4 4

4 Dinesh Shah* 4 2

5 Vijay Shah^ 4 0

6 Samir Shah$ 4 0


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18. NOMINATION AND REMUNERATION COMMITTEE (NRC):As per the provision of section 178 of the Companies Act, 2013 the constitution of Nomination and RemunerationCommittee is as follow;S.N. Name of Director DIN Position1 Rajni Jethalal Shah* 07008158 Chairman / Independent Director2 Satish Phoolchand Rajbhar^ 06798717 Member / Independent Director3 Ravi Kharwad$ 02079606 Member / Executive Director4 Dinesh Shah* 00345641 Chairman / Independent Director5 Vijay Shah^ 00747226 Member / Independent Director6 Samir Shah$ 03350268 Member / Executive Director

* Mr. Rajni Shah expressed his inability to continue as Chairman of the Committee. Therefore, Mr. DineshShah was appointed as the Chairman of the NRC w.e.f. 8th October, 2018

^ Due to the Cessation of Mr. Satish Rajbhar as Member of Board of directors and Member of variouscommittees, Mr. Vijay Shah was appointed as Member of the NRC in place of Satish Rajbhar w.e.f.25th February, 2019.

$ Due to the Cessation of Mr. Ravi Kharwad as Member of Board of directors and Member of variouscommittees, Mr. Samir Shah was appointed as Member of the NRC in place of Satish Rajbhar w.e.f.25th February, 2019.

Four meetings of the Nomination and Remuneration committee were held during the year. The dateson which the said meetings were held: 25th May, 2018, 14th August, 2018, 14th November, 2018 and16th January, 2019.S.N. Name of Member No of Meetings held No. of Meetings attended1 Rajni Jethalal Shah* 4 22 Satish Phoolchand Rajbhar^ 4 43 Ravi Kharwad$ 4 44 Dinesh Shah* 4 25 Vijay Shah^ 4 06 Samir Shah$ 4 0

19. STAKEHOLDERS RELATIONSHIP COMMITTEEAs per the provision of section 178 of the Companies Act, 2013 the constitution of Stakeholder and RelationshipCommittee is as follow;

S.N. Name of Director DIN Position1 Rajni Jethalal Shah^ 07008158 Chairman / Independent Director2 Satishkumar Rajbhar$ 06798717 Member / Independent Director3 Anjali Kharwad* 05102340 Member / Non-Executive Director4 Tanvi Shah* 08192047 Member / Non-Executive Director5 Tanvi Shah^ 08192047 Chairman / Non-Executive Director6 Dinesh Shah^ 00345641 Member / Independent Director7 Vijay Shah$ 00747226 Member / Independent Director

* Due to the Cessation of Mrs. Anjali Kharwad as Member of Board of directors and Member of variouscommittees, Mrs. Tanvi Shah was appointed as Member of the Stakeholders Relationship Committeew.e.f. 14th August, 2018.

^ Mr. Rajni Shah expressed his inability to continue as Chairman of the Committee. Therefore, Mrs. TanviShah was appointed as the Chairman of the Stakeholders Relationship Committee w.e.f. 8th October,2018 and Mr. Dinesh Shah was also appointed as Member of the Committee.

$ Due to the Cessation of Mr. Satish Rajbhar as Member of Board of directors and Member of variouscommittees, Mr. Vijay Shah was appointed as Member of the Stakeholders Relationship Committee inplace of Satish Rajbhar w.e.f. 25th February, 2019.

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Four meetings of the Stakeholders Relationship committee were held during the year. The dates on which thesaid meetings were held: 25th May, 2018, 14th August, 2018, 14th November, 2018 and 16th January, 2019.

S.N. Name of Member No of Meetings held No. of Meetings attended1 Rajni Jethalal Shah* 4 22 Satish Phoolchand Rajbhar$ 4 43 Anjali Kharwad* 4 14 Tanvi Shah*^ 4 35 Dinesh Shah^ 4 26 Vijay Shah$ 4 0

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:Particulars of contracts or arrangements with related parties referred to in section 188(1) of the CompaniesAct, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexedherewith at Annexure III.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:During the period under review, the company has invested as Subscribers to Memorandum of Association (MOA)in 2 (two) Private Limited Companies so as to make them Wholly Owned Subsidiaries namely Ritz FormulationsPrivate Limited and Sungrace Pharma Private Limited and acquired one Company so as to make it WhollyOwned Subsidiary (WOS) of the Company namely Evagrace Pharma Private Limited. Therefore, provisions ofsection 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements areapplicable to the Company. Further, we have prepared the Consolidated financial Statements of the Company,which forms part of this Annual Report. A Statement containing the salient features of the financial statementof our subsidiaries in the prescribed format AOC-1 as appended as Annexure IV. In accordance with Section136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statementsand related information of the Company are available on our website www.medicointercontinental.com.

Further, the Company does not have any Joint Venture or Associate Company.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similarto Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the CompaniesAct, 2013, the company has adopted the whistleblower mechanism for directors and employees to report onconcerns about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conductand ethics. There has been no change to the Whistleblower Policy adopted by the Company, during periodunder review.

23. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 isannexed as Annexure V.

24. DIRECTORS’ RESPONSIBILITY STATEMENT:In terms of section 134(5) of the Companies Act, 2013, your directors state that: -(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;(b) the directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the profit and loss of the company for thatperiod;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the companyand for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.(e) the Directors have laid down internal financial controls to be followed by the company and that such

internal financial controls are adequate and were operating effectively(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.


24

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTUREDuring the period under review, no material orders have been passed by the regulators or courts or tribunalsimpacting the going concern status and company’s operation in future.

26. AUDITORS & AUDITORS’ REPORTStatutory AuditorsUnder Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotatethe statutory auditors on completion of the maximum term permitted under the provisions of Companies Act,2013. In line with the requirements of the Companies Act, 2013, M/s. V Goswami & Co, Chartered Accountants,Ahmedabad were appointed as the statutory auditors of the Company by the Board of Directors at their meetingheld on 29th May, 2019 for the period of five years from the conclusion of this Annual General Meeting tillthe conclusion of Annual General Meeting held in the year 2024 subject to approval of shareholders of theCompany in ensuing General meeting.They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framedthere under for appointment as Auditors of the Company.Secretarial AuditorIn terms of Section 204 of the Act and Rules made there under, Yash Mehta & Associates (Company Secretaries)bearing Membership No. A45267, Practicing Company Secretary was appointed as Secretarial Auditors for thefinancial year 2018-19.Internal AuditorMJV & Co, Chartered Accountants, Ahmedabad was appointed as an Internal Auditor of the Company for theFinancial Year 2018-19 and the consent regarding such appointment was received from the auditor in this regard.Audit ReportThe Auditors’ Report for FY 2018-19 does not contain any qualification, reservation or adverse remark. TheAuditors’ Report is enclosed with the Financial statements in this Annual Report.The Secretarial Auditors’ Report for FY 2018-19 is enclosed as Annexure-VI to this Report. The SecretarialAudit Report contains the following qualification, reservation or adverse remark:1. The Company has not appointed Whole-time Company Secretary as Key Managerial Personnel during

the year under review pursuant to the provisions of Section 203(1)(ii)) of the Companies Act, 2013 readwith Rule 8A of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014upto 16.01.2019.

2. The Company has not sent notices for the Board Meeting, Committee Meeting as per the Section 101of Companies Act, 2013 and as per the Secretarial Standards issued by The Institute of CompanySecretaries of India.

3. Following forms were not filed within due date and were filed later on with additional fees during the yeara. Form MR-1 filed for appointment of Mr. Samir Shah as Managing Director of the Company.b. Form DIR-12 filed for regularization of Mr. Samir Shah as Managing Director of the Company.

Management’s Reply:1. The Company has been taken over by New Management w.e.f 14th August, 2018 and afterwards number

of professionals were approached to fill the post of Whole Time Company Secretary. But managementcouldn’t find suitable candidate for the post for some time. However, Company Secretary has beenappointed w.e.f 16th January, 2019 in the Company.

2. Due to change in management of the Company, there were instances of lapse in compliance as perthe Section 101 of Companies Act, 2013 and as per the Secretarial Standards issued by The Instituteof Company Secretaries of India, which will be taken care in future.

3. Management will take care of the same in the future and will file the forms within due date.Cost Records and Cost AuditMaintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1)of the Companies Act, 2013 are not applicable to our Company.

27. REPORTING OF FRAUDS BY AUDITORS:During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the auditcommittee under section 143(12) of the Companies Act, 2013, any instances of fraud committed against theCompany by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

28. EXTRACT OF ANNUAL RETURN:In accordance with the Companies Act, 2013, an extract of the Annual Return in the prescribed format inMGT-9 and is appended as Annexure VII to this report.

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29. CORPORATE GOVERNANCE REPORT:As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (“LODR Regulations”), the compliances with corporate governance provisions as specified in Regulations17 to 27 are applicable to the Company only if it’s paid up Capital exceeds Rs. 10 Crores and if Net worthis above Rs. 25 Crores.As on 31st March, 2019, the paid up share capital of the company is Rs. 3,24,90,000/- (Rupees Three CroresTwenty-Four Lakhs Ninety Thousand only) which does not exceed Rs. 10 Crores limit and the Net Worthof the Company is Rs. 4,02,66,695/- (Rupees Four Crores Two Lakhs Sixty-Six Thousand Six Hundred andNinety-Five only) which does not cross Rs. 25 Crores.Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR) Regulations are not applicableto the Company.In light of the above, Corporate Governance Report is not applicable to the Company during the period under review.

30. MANAGEMENTS DISCUSSION AND ANALYSIS:In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Management’s discussion and analysis is set out inthis Annual Report & marked as Annexure-II.

31. RISK MANAGEMENT POLICY:Risk Management is the process of identification, assessment and prioritization of risks followed by coordinatedefforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximizethe realization of opportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. The major risks havebeen identified by the Company and its mitigation process/measures have been formulated in the areas suchas business, project execution, event, financial, human, environment and statutory compliance.

32. OTHER DISCLOSURES:The Company has shifted its registered office within the same city w.e.f 8th October, 2018 from Office No.508, Shree Samarth Plaza Premises, Co-op Soc. LTD, Gupta Bhuvan, R.R.T Road, Mulund (W), BandraSuburban, Mumbai- 400086 to DBS Business Center, 213, Raheja Chambers, 2nd Floor, Free Press JournalRoad, Nariman Point, Mumbai - 400021.Also, Company has changed its name from Intercontinental Leasing and Finance Company Limited to MedicoIntercontinental Limited w.e.f. 5th December, 2018.

33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013Your Company has a policy and framework for employees to report sexual harassment cases at workplaceand the process ensures complete anonymity and confidentiality of information. No complaints of sexualharassment were raised in the financial year 2018-19.

34. GREEN INITIATIVES:Electronic Copies of the Annual Report 2018-19 and the notice of the 35th AGM are sent to all memberswhose email addresses are registered with the Company / depository participant(s). For members who havenot registered their email addresses, physical copies are sent in the permitted mode.

35. APPRECIATION / ACKNOWLEDGMENTS:Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedicationand commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to beas industry leaders.The Board places on record its appreciation for the support and co–operation your Company has been receivingfrom its business partners and others associated with the Company. It will be the Company's endeavour tobuild and nurture strong links with the trade based on mutuality of benefits, respect for and co–operationwith each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors,Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.


(formerly known as Intercontinental Leasing and Finance Company Limited)Sd/- Sd/-

Place : Mumbai Samir Shah Tanvi ShahDate : 21/08/2019 Managing Director Director

DIN: 03350268 DIN: 08192047


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Annexure - ICONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorptionis as under:

(A) CONSERVATION OF ENERGY

Steps taken or impact on conservation of energyThe steps taken by the company for utilizing alternate sources of energy N.A.The capital investment on energy conservation equipment’s

(B) TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption: N.A.

2. Benefits derived like product improvement, cost reduction, product development or importsubstitution: N.A.

3. In case of imported technology (imported during the last three years reckoned from the beginning ofthe financial year)-

Detail of technology importedYear of Import N.A.Has technology been fully absorbedIf not fully absorbed, areas, where this has not taken place, reasons there for andfuture plans of action.

4. Expenses incurred on Research and DevelopmentDuring the period under review particulars regarding expenditures on research and development are asunder:

ParticularsCapital Expenditures

Recurring Expenditures N.A.

Total

Total Research and development expenses as % of turnover



Sd/- Sd/-Place : Mumbai Samir Shah Tanvi ShahDate : 21/08/2019 Managing Director Director

DIN: 03350268 DIN: 08192047

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Annexure - IIManagement Discussion and Analysis Report (MDAR)

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the ManagementDiscussion and Analysis Report (MDAR) is structured as follows:

• Industry structure and developments

• Opportunities

• Segment-wise or product-wise performance

• Outlook

• Threats, Risk and Concerns

• Internal Control System

• Financial and operational performance

• Material Development in Human Resources

• details of significant changes (i.e. change of 25% or more as compared to the immediately previous financialyear) in key financial ratios, along with detailed explanations therefore, including:

(i) Debtors Turnover

(ii) Inventory Turnover

(iii) Interest Coverage Ratio

(iv) Current Ratio

(v) Debt Equity Ratio

(vi) Operating Profit Margin (%)

(vii) Net Profit Margin (%)

or sector-specific equivalent ratios, as applicable.

• details of any change in Return on Net Worth as compared to the immediately previous financial year alongwith a detailed explanation thereof.

Some Statements in this discussion may be forward looking. The Company’s actual results, performance orachievements can thus differ materially from those projected in any such forward-looking statements in the managementdiscussion and analysis on account of various factors such as changes in Government regulations, tax regimes,impact of competition, etc.

– Industry Structure and Developments:The Indian economy continues to perform well in the backdrop of the current global turmoil. Increasing politicaluncertainty and rising crude oil and falling currency shall have an adverse impact on the growth prospectsof the country.

Your company is engaged in trading of Pharmaceutical products. In the past, the core portfolio of the company’sproducts has been textile products. However, the new management brings along with them their expertisein the pharma industry. This shall highly benefit the company to diversify its products offerings.

Over the years, our company has built a strong presence in the market through its cumulative experience,strong distribution network as well as sound systems and processes. Your company shall be able to leverageits existing distribution network to introduce new products in the market.

– Opportunities and Threats:Being a Trading company, our company is exposed to specific risks that are particular to its business andthe environment within which it operates including interest rate volatility, economic cycle, and market risk.Further, venturing into new verticals and products shall also expose your company to risk. However, thesealso give an opportunity to exponentially grow the business.


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– Business Performance:During the current financial year, the overall business performance has been seen improving. The total Revenueduring the current financial year stood at Rs. 10,30,90,650.34/- as compared to Rs. 38,90,630/- in the previousyear. The Profit After tax in the current year stood at Rs. 75,91,272.07/- as compared to Rs. 2,94,744.30/- in previous year which is quite impressive. Your Board is looking more confident to increase revenue andprofit in coming years.

– OutlookWith the new promoters and management at the helm, your company is hopeful about the expansion of thebusiness operations. Improving economic scenarios, growing consumption and demand shall create moreopportunities.

It is expected that the economic conditions shall improve.

– Risks and areas of concern:Our strength is our determination and team work, weakness is the low equity base, opportunities are multiplesand threats are the vibrations in the economy and government policies.

In any business, risks and prospects are inseparable. As a responsible management, the Company’s principalEndeavour is to maximize returns. The Company continues to take all steps necessary to minimize its expensesthrough detailed studies and interaction with experts.

– Internal control systems and their adequacyThe Company has carried out the internal audit and has ensure that recording and reporting are adequateand proper, the internal controls exist in the system and that sufficient measures are taken to update theinternal control system. The system also ensures that all transactions are appropriately authorized, recordedand reported. Exercises for safeguarding assets and protection against unauthorized use are undertaken fromtime to time. The Company's audit Committee reviewed the internal control system. All efforts are being madeto make the internal control systems more effective. All these measures are continuously reviewed by themanagement and as and when necessary improvements are affected.

– Material developments in human resources/industrial relations front, including number of peopleemployed.The company had sufficient numbers of employees at its office. The company recognizes the importance ofhuman value and ensures that proper encouragement both moral and financial is extended to employees tomotivate them. The company enjoyed excellent relationship with workers and staff during the last year.

– details of significant changes (i.e. change of 25% or more as compared to the immediately previousfinancial year) in key financial ratios, along with detailed explanations therefore, including:There were following changes in the below-mentioned ratios:

(i) Debtors Turnover – 65%

(ii) Inventory Turnover – 6.34%

(iii) Interest Coverage Ratio - Nil

(iv) Current Ratio – 1.65:1

(v) Debt Equity Ratio – 0.023:1

(vi) Operating Profit Margin (%) – 10.61%

(vii) Net Profit Margin (%) – 7.63%

or sector-specific equivalent ratios, as applicable.

– details of any change in Return on Net Worth as compared to the immediately previous financialyear along with a detailed explanation thereof. – 18.85%Due to change in management of the Company, there were significant changes in Turnover of the Company.After change in management, Company is performing well and therefore, there were changes in all the ratiosof the Company.

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Annexure - IIIFORM NO. AOC- 2

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies(Accounts) Rules, 2014

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s lengthtransactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis: There were no contractsor arrangements or transactions entered with its related parties which is not at arm’s length during financialyear 2018-19.

2. Details of material contracts or arrangement or transactions at arm’s length basis: The details of materialcontracts or arrangements or transactions with its related parties which is at arm’s length during financialyear 2018-19 are as follows:-

Name of Related Party Nature of Duration of Salient terms Date(s) of Amountand contracts / contracts / of contracts / approval by paid asNature of Relationship arrangement / arrangement / arrangements / the Board, advance,

transactions transactions transactions if any if anyincluding thevalue, if any

Medico Healthcare Sale of Goods 3 Months Rs. 66,085 16.01.2019 NAFlora Marketing Sale of Goods 3 Months Rs. 51,349 16.01.2019 NASamir Shah Remuneration &

Interest 7.5 Months Rs. 8,10,693 14.08.2018 NASamir Shah Loans taken NA Rs. 9,32,065 14.08.2018 NA




DIN: 03350268 DIN: 08192047


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Annexure - IVFORM NO. AOC- 1

(Pursuant to first proviso of Sub-Section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies(Accounts) Rules, 2014)Statement containing salient features of the financial statement of subsidiaries or associate companies orjoint ventures

Part A Subsidiaries

S.N. Particulars Subsidiary I Subsidiary II Subsidiary III1 Name of the Subsidiary Ritz Formulations Sungrace Pharma Evagrace Pharma

Private Limited Private Limited Private Limited2 The date since when subsidiary was acquired 21/01/2019 25/01/2019 27/03/20193 Reporting period for the subsidiary concerned,

if different from the holding company’sreporting period. NA NA NA

4 Reporting currency and Exchange rate as onthe last date of the relevant Financial yearin the case of foreign subsidiaries. NA NA NA

5 Share Capital 1,00,000 1,00,000 1,00,0006 Reserves and Surplus (43,376) (52,835) (1,34,897)7 Total Assets 1,62,691 1,64,281 41,2188 Total Liabilities 1,62,691 1,64,281 41,2189 Investments 0 0 010 Turnover 0 0 011 Profit before taxation (43,376) (52,835) (1,34,897)12 Provision for taxation 0 0 013 Profit after taxation (43,376) (52,835) (1,34,897)14 Proposed Dividend NA NA NA15 Extent of Shareholding (in %) 100 100 100

1. Names of subsidiaries which are yet to commence operations : NIL2. Names of subsidiaries which have been liquidated or sold during the year : NIL

Part B Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies andJoint VenturesThe Company does not have any Associates or Joint Ventures.1. Names of associates or joint ventures which are yet to commence operations : NIL2. Names of associates or joint ventures which have been liquidated or sold during the year : NIL




DIN: 03350268 DIN: 08192047

Sd/- Sd/-Pradeepbhai Mehta Deepika Undhad

Chief Financial Officer Compliance Officer

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Annexure - VInformation of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

S.N. PARTICULARS REMARKS1. The ratio of the remuneration of each director to the median remuneration

of the employees of the company for the financial year 10:2.252 The percentage increase in remuneration of each director, Chief Financial

Officer, Chief Executive Officer, Company Secretary or Manager, if any,in the financial year Nil

3 The percentage increase in the median remuneration of employees inthe financial year Nil

4 The number of permanent employees on the rolls of company 35 The explanation on the relationship between average increase in

remuneration and company performance NA6 Variations in the market capitalization of the company, price earnings ratio Net Worth:

as at the closing date of the current financial year and previous financialyear and percentage increase over decrease in the market quotations of FY 2017-18the shares of the company in comparison to the rate at which the 3,26,75,422.80/-company came out with the last public offer in case of listed companies,and in case of unlisted companies, the variations in the net worth of the FY 2018-19company as at the close of the current financial year and previous 4,02,66,694.87/-financial year

7 Average percentile increases already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration NA

8 The key parameters for any variable component of remuneration availedby the directors Nil

9 The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year Nil

10 Affirmation that the remuneration is as per the remuneration policy ofthe company Yes


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Annexure - VI

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2019[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,MEDICO INTERCONTINENTAL LIMITED(Formerly known as INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED)CIN: L24100MH1984PLC269707DBS Business Center, 213, Raheja Chambers, 2nd Floor,Free Press Journal Road, Nariman Point,Mumbai City - 400021 Maharashtra, India..

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by MEDICO INTERCONTINENTAL LIMITED (Formerly known as INTERCONTINENTALLEASING & FINANCE COMPANY LIMITED). Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other recordsmaintained by the company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, duringthe audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and Compliance-mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany for the financial year ended on March 31, 2019 according to the provisions of:

1) The Companies Act, 2013 (the Act) and the Rules made thereunder;

2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent ofForeign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act’)

(a) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018;

(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2018;

(f) Rules, Regulations, Circulars, Orders, Notifications and Directives issued under the above statue to theextent applicable.

33


The following other laws applicable to the Company:1. The Drugs and Cosmetics Act, 1940 and The Drugs and Cosmetics Rules, 1945.

2. The Narcotic Drugs and Psychotropic Substances (Amendment) Act, 2014 and the Narcotic Drugs andPsychotropic Substances Rules, 1985.

3. The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules and Regulations made under the Act, to the extent itis applicable.

4. Drugs (Prices Control) Order, 2013.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.During the year under review, the Company has COMPLIED with all the material aspects of the provisionsof the Act, Rules, Regulations, Guidelines, Standards etc. as mentioned above subject to the observationsmade in this report;

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors.

Decisions at the meetings of Board of Directors / Committees of the Company were carried through on the basisof majority. We were informed that there were no dissenting views by any members of Board / Committee in themeetings held during the year under review that were required to be captured and recorded as part of minutes.

We further report that there are adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelinessubject to the following observations / qualifications, reservations or adverse remarks.

The specific observations / qualification, reservation or adverse remarks in respect of the Board Structures/system / processes and compliances of the provisions of the Companies Act, 2013 as well as other laws,Rules, Regulations, Guidelines, Standards, Listing Agreement, SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2018 etc. as mentioned above, in respect of the Audit period are as follows;

1. The Company has not appointed Whole-time Company Secretary as Key Managerial Personnel during theyear under review pursuant to the provisions of Section 203(1)(ii)) of the Companies Act, 2013 read with Rule8A of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 upto 16.01.2019.

2. The Company has not sent notices for the Board Meeting, Committee Meeting as per the Section 101 ofCompanies Act, 2013 and as per the Secretarial Standards issued by The Institute of Company Secretariesof India.

3. Following forms were not filed within due date and were filed later on with additional fees during the year

- Form MR-1 filed for appointment of Mr. Samir Shah as Managing Director of the Company.

- Form DIR-12 filed for regularization of Mr. Samir Shah as Managing Director of the Company.

We further report that during the audit period, there were following instances of:

a. The members of the Company at their Annual General Meeting held on 29.09.2018 approved change in thename of the Company from "Intercontinental Leasing and Finance Company Limited" to "Medico IntercontinentalLimited" or such other name as may be approved by the Ministry of Corporate Affairs.

b. The members of the Company at their Annual General Meeting held on 29.09.2018 approved and adoptednew set of Articles of Association of the Company, in substitution for the existing Articles of Association ofthe Company.

c. The members of the Company at their Extraordinary General Meeting held on 23.03.2019 approved alterationin Main Object clause of Memorandum of Association of the Company as follows:

1. To manufacture, formulate, process, develop, refine, import export, wholesale and/or retail trade, viale,bottle, pack, repack, all kinds of pharmaceuticals, antibiotics, drugs, medicines, biological, healthcare,


34

ayurvedic and dietary supplement products, medicinal preparations, vaccines, chemicals, chemicalproducts, dry salters, and also to deal in medicinal goods such as surgical instruments, contraceptives,oils, perfumes, cosmetics, patent medicines, soaps, creams, artificial limbs, hospital requisites, proprietarymedicines, veterinary medicines and tinctures extracts, tablets, capsules, soft gelatins, dental products,powders, liquids, eye drops, syrups, injections, infusions, ointment and other ancillary products.

2. To carry on the business of chemists, druggists, buyers, sellers, agents, distributors and stockiest ofall kinds of pharmaceuticals and allied products.

3. To carry on in India or abroad, business of importers, merchants, general order suppliers, commissionagents, representatives, distributors, royalty owner, contractors, auctioneers, indent agents, passageagents, factors, organizers, concessionaries, sale agents in connection with the objects of the company.”

d. The members of the Company at their Extraordinary General Meeting held on 23.03.2019 approved increasein Authorized Share Capital from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakh only) divided into 35,00,000(Thirty-Five Lakhs) Equity Shares of Rs. 10/- (Rupee Ten only) each to Rs. 10,00,00,000/- (Rupees Ten Croreonly) divided in 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each by creation ofadditional 65,00,000 (Sixty-Five Lakhs) Equity Shares and accordingly alter the Capital Clause of theMemorandum of Association of the Company.

e. The members of the Company at their Extraordinary General Meeting held on 23.03.2019 approved shiftingof registered office of a Company from “DBS Business Center, 213, Raheja Chambers, 2nd Floor, Free Pressjournal Road, Nariman Point, Mumbai – 400021” to “501, Aditraj Arcade, Near Hetvi Tower, Opp. Titanium CityCenter, 100 Ft. ring road, Satellite, Ahmedabad -380015 and consequent alteration of the Memorandum ofAssociation of the Company.

There were no other instances of:

a) Public issue / Right issue of Shares / Debentures / Sweat Equity etc.

b) Redemption / Buy – Back of Securities.

c) Merger / amalgamation / Reconstruction etc.

d) Foreign Technical Collaboration.

FOR YASH MEHTA& ASSOCIATESCOMPANY SECRETARIES

YASH MEHTAPROPRIETOR

Date : 21/08/2019 ACS: 45267Place : Ahmedabad COP: 16535

This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integralpart of this report.

35


“ANNEXURE A”(To Secretarial Audit Report)

To,The Members,MEDICO INTERCONTINENTAL LIMITED(Formerly known as INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED)CIN: L24100MH1984PLC269707DBS Business Center, 213, Raheja Chambers,2nd Floor, Free Press Journal Road, Nariman Point,Mumbai City - 400021 Maharashtra, India.

Our report of even date is to be read along with this letter:

1. Maintenance of Secretarial records is the responsibility of the management of the company. Our responsibilityis to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain responsible assurance aboutthe correctness of the contents of secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. We believe that the processes and practices, we follow providea responsible basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of thecompany.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the company nor the efficacyor effectiveness with which the management has conducted the affairs of the company.

FOR YASH MEHTA& ASSOCIATESCOMPANY SECRETARIES

YASH MEHTAPROPRIETOR

Date : 21/08/2019 ACS: 45267Place : Ahmedabad COP: 16535


36

Annexure VIIFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on March, 31, 2019

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company(Management & Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:i CIN L24100MH1984PLC269707ii Registration Date 14th August, 1984iii Name of the Company Medico Intercontinental Limited (formerly known as

Intercontinental Leasing and Finance Company Limited)iv Category/Sub-category of the Company Company limited by shares / Indian Non-Government

Companyv Address of the Registered office DBS Business Center, 213, Raheja Chambers, 2nd Floor,

& contact details Free Press Journal Road, Nariman Point, MumbaiMumbai City MH 400021E-mail: [email protected]: 022-240509493

vi Whether listed company Listed on BSE Limitedvii Name, Address & contact details of Purva Sharegistry (India) Pvt Ltd

the Registrar & Transfer Agent, if any. Unit No. 9, Shiv Shakti Industrial Estate,J.R. Boricha Marg, Opp. Kasturba Hospital Lane,Lower Parel (East), Mumbai - 400 011.Tel.: 022-23012518, Fax: 022-23012517Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:All the business activities contributing 10 % or more of the total turnover of the company shall bestated:-

SL. Name and descriptions of NIC Code of the % to Total turnoverNo. main products/ services product/ Service of the company1 Trading of Pharmaceutical Products 4649 and 4772 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:–

S. NAME AND ADDRESS CIN/GLN CONCERN % of shares APPLICABLEN. OF THE COMPANY held by SECTION

COMPANY1 RITZ FORMULATIONS U24230GJ2019- Wholly Owned 100% Sec. 2 (87)(ii)

PRIVATE LIMITED PTC106181 Subsidiary1-TF, Adit Raj Arcade,Nr. Karma Shreshtha Tower,Satellite, Ahmedabad 380015

2 SUNGRACE PHARMA U24110GJ2019- Wholly Owned 100% Sec. 2 (87)(ii)PRIVATE LIMITED PTC106267 Subsidiary4, Madhav Estate,Village-Aslali Taluka-Daskroi,District - Ahmedabad 380015

3 EVAGRACE PHARMA U51909GJ2018- Wholly Owned 100% Sec. 2 (87)(ii)PRIVATE LIMITED PTC105415 SubsidiaryGO No. 9 Madhav Estate,Village:Aslali Taluka:Daskroli,Ahmedabad 382427

37


IV. Shareholding Pattern (Equity Share Capital Breakup as % to Total Equity)i) Category-wise Share Holding :Category of No. of Shares held at the No. of Shares held at the end %Shareholders beginning of the year 1st April,2018 of the year 31st March,2019 Change

Demat Physi- Total % of Demat Physi- Total % of duringcal Total cal Total the

Shares shares yearA. Promoters

(1) Indiana) Individual/HUF 2011 0 2011 0.06 1704897 0 1704897 52.47 52.41b) Central Govt. or

State Govt. 0 0 0 0 0 0 0 0 0c) Body Corporate 0 0 0 0 0 0 0 0 0d) Bank/FI 0 0 0 0 0 0 0 0 0e) Any other (Directors) 0 0 0 0 0 0 0 0 0

SUB TOTAL: (A) (1) 2011 0 2011 0.06 1704897 0 1704897 52.47 52.41(2) Foreign 0 0 0 0 0 0 0 0 0

a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Bodies Corporate 0 0 0 0 0 0 0 0 0c) Institutions 0 0 0 0 0 0 0 0 0d) Qualified Foreign Investors 0 0 0 0 0 0 0 0 0e) Any Other (Specify) 0 0 0 0 0 0 0 0 0

SUBTOTAL: (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoterand promoter group(A) = (A) (1) + (A)(2) 2011 0 2011 0.06 1704897 0 1704897 52.47 52.41B. PUBLIC SHAREHOLDING

(1) Institutions 0 0 0 0 0 0 0 0 0a) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 0C) Central Govt. 0 0 0 0 0 0 0 0 0d) State Govt. 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture

Capital Funds 0 0 0 0 0 0 0 0 0i) Others (A body incorpo-

rated under the state govt) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0

(2) Non-Institutionsa) Bodies corporate (Indian) 0 0 0 0 18002 0 18002 0.55 0.55b) Individuals

i) Individual shareholdersholding nominal sharecapital upto Rs.1 lakh 5479 62150 67629 2.08 155846 64322 220168 6.78 4.69

ii) Individuals share-holders holdingnominal share capitalin excess of Rs.1 lakh 675098 184839 859937 26.47 970479 28750 999229 30.75 4.29


38

IV. Shareholding Pattern (Equity Share Capital Breakup as % to Total Equity)i) Category-wise Share Holding : (Contd.....)

Category of No. of Shares held at the No. of Shares held at the end %Shareholders beginning of the year 1st April,2018 of the year 31st March,2019 Change

Demat Physi- Total % of Demat Physi- Total % of duringcal Total cal Total the

Shares shares yearA. Promoters

c) Others (specify)i) N.R.I. (Repat &

Non-Repat) 0 0 0 0 150 0 150 0.00 0.00ii) Trust 0 0 0 0 0 0 0 0 0iii) Hindu Undivided

Family 978035 0 978035 30.10 247479 0 247479 7.62 -22.49iv) Clearing Member 1341388 0 1341388 41.29 59075 0 59075 1.82 -39.47

SUB TOTAL (B)(2): 3000000 246989 3246989 99.94 1451031 93072 1544103 47.53 -52.41Total Public Shareholding(B)= (B)(1) +(B)(2) 3000000 246989 3246989 99.94 1451031 93072 1544103 47.53 -52.41C. Shares held by Custodian for

GDRs & ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 3002011 246989 3249000 100 3155928 93072 3249000 100 0

(ii) Shareholding of promoters:

Shareholders Name Shareholding at the Shareholding at the %beginning of the year end of the year change

No. of % of % of No. of % of % of in shareShares total Shares Shares total Shares holding

Shares Pledged/ Shares Pledged/ duringof the encumbered of the encumbered the

company to total company to total yearshares shares

1 Ravi Kharwad 2011 0.06 0 0 0.06 0.00 -0.062 SHAH SAMIR 0 0.00 0 1281500 39.44 0.00 39.443 DILIPKUMAR BHOGILAL

SHAH 0 0.00 0 423397 13.03 0.00 13.03Total 2011 0.06 - 1704897 52.47 0.00 52.41

(iii) Change in Promoter’s Shareholding :

Shareholders Name Shareholding as at Cumulative Shareholding Type31st March, 2018 during the year

No. of % of No. of % ofShares total Shares Total

Shares Sharesof the of the

Company Company1. Ravi Kharwad 2011 0.06

10.08.2018 -2011 -0.06 0 0.00 Sell31.03.2019 0 0.00

39


(iii) Change in Promoter’s Shareholding : (Contd.....)




Company Company2. Shah Samir 0 0.00

15.06.2018 750000 23.08 750000 23.08 Buy13.07.2018 500000 15.39 1250000 38.47 Buy30.07.2018 30000 0.92 1280000 39.40 Buy10.08.2018 1500 0.05 1281500 39.44 Buy27.09.2018 -30000 -0.92 1251500 38.52 Sell28.09.2018 30000 0.92 1281500 39.44 Buy31.03.2019 1281500 39.44

3. Dilipkumar Bhogilal Shah 0 0.0013.07.2018 298969 9.20 298969 9.20 Buy30.07.2018 123917 3.81 422886 13.02 Buy10.08.2018 511 0.02 423397 13.03 Buy27.09.2018 -123917 -3.81 299480 9.22 Sell28.09.2018 123917 3.81 423397 13.03 Buy31.03.2019 423397 13.03

IV. Shareholding Pattern of Top 10 shareholders (Other than Directors, Promoters and Holders ofGDR & ADR’s):




Company Company1 ARHAM SHARE CONSULTANTS PVT. LTD. 1274492 39.23

20.04.2018 43000 1.32 1317492 40.55 Buy27.04.2018 50000 1.54 1367492 42.09 Buy31.05.2018 -15000 -0.46 1352492 41.63 Sell15.06.2018 -825000 -25.39 527492 16.24 Sell22.06.2018 -75000 -2.31 452492 13.93 Sell12.10.2018 -75000 -2.31 377492 11.62 Sell26.10.2018 -30 -0.00 377462 11.62 Sell09.11.2018 -75000 -2.31 302462 9.31 Sell21.12.2018 -11450 -0.35 291012 8.96 Sell04.01.2019 -10 -0.00 291002 8.96 Sell18.01.2019 -2750 -0.08 288252 8.87 Sell25.01.2019 -134241 -4.13 154011 4.74 Sell


40

IV. Shareholding Pattern of Top 10 shareholders (Other than Directors, Promoters and Holders ofGDR & ADR’s): (Contd.....)




Company Company01.02.2019 44000 1.35 198011 6.09 Buy08.02.2019 -116471 -3.58 81540 2.51 Sell15.02.2019 -1150 -0.04 80390 2.47 Sell22.02.2019 4317 0.13 84707 2.61 Buy01.03.2019 -2077 -0.06 82630 2.54 Sell08.03.2019 -11733 -0.36 70897 2.18 Sell15.03.2019 -5297 -0.16 65600 2.02 Sell22.03.2019 -550 -0.02 65050 2.00 Sell29.03.2019 -50200 -1.55 14850 0.46 Sell30.03.2019 -11600 -0.36 3250 0.10 Sell31.03.2019 3250 0.10

2 VISHNU AGARWAL 152172 4.6829.06.2018 -105000 -3.23 47172 1.45 Sell06.07.2018 -45000 -1.39 2172 0.07 Sell31.03.2019 2172 0.07

3 AMIT JAGAD (HUF) 150000 4.6208.06.2018 -150000 -4.62 0 0.00 Sell31.03.2019 0 0.00

4 VISHNU KUMAR AGARWAL HUF 150000 4.6217.08.2018 -150000 -4.62 0 0.00 Sell31.03.2019 0 0.00

5 DALJEET C SINGH 150000 4.6208.06.2018 -150000 -4.62 0 0.00 Sell31.03.2019 0 0.00

6 DEEPAK KHARWAD (HUF) 150000 4.6208.06.2018 -150000 -4.62 0 0.00 Sell31.03.2019 0 0.00

7 PRANAV JAGAD HUF 150000 4.6208.06.2018 -150000 -4.62 0 0.00 Sell31.03.2019 0 0.00

8 BABULAL KHARWAD HUF 150000 4.6208.06.2018 -150000 -4.62 0 0.00 Sell31.03.2019 0 0.00

9 BHAVESH VORA (HUF) 142985 4.4006.04.2018 -1 -0.00 142984 4.40 Sell13.04.2018 -64010 -1.97 78974 2.43 Sell20.04.2018 -5 -0.00 78969 2.43 Sell27.04.2018 -50000 -1.54 28969 0.89 Sell

41


IV. Shareholding Pattern of Top 10 shareholders (Other than Directors, Promoters and Holders ofGDR & ADR’s): (Contd.....)




Company Company15.06.2019 -28969 -0.89 0 0.00 Sell31.03.2019 0 0.00

10 D D MASTER HUF 0 0.0017.08.2018 150000 4.62 0 0.00 Buy31.03.2019 150000 4.62

11 CHIRAG CHAMPAKLAL PUJARA 0 0.0012.10.2018 75000 2.31 75000 2.31 Buy09.11.2018 25000 0.77 100000 3.08 Buy15.02.2019 -10100 -0.31 89900 2.77 Sell29.03.2019 10100 0.31 100000 3.08 Buy31.03.2019 100000 3.08

12 NARESH JAYANTILAL SHAH 0 0.0025.01.2019 113911 3.51 113911 3.51 Buy15.02.2019 -200 -0.01 113711 3.50 Sell15.03.2019 -25500 -0.78 88211 2.72 Sell31.03.2019 88211 2.72

13 BHARATI ARVIND SHAH 0 0.0022.06.2018 75000 2.31 75000 2.31 Buy31.03.2019 75000 2.31

14 RUPAL BHAVIN SHAH 0 0.0015.06.2018 75000 2.31 75000 2.31 Buy31.03.2019 75000 2.31

15 DHAVANI JAYANTKUMAR SHAH 75000 2.31 75000 2.3131.03.2019 75000 2.31

16 VAISHALI DHWANI SHAH 75000 2.31 75000 2.3131.03.2019 75000 2.31

17 RAJVI NARESH SHAH 0 0.0008.02.2019 74971 2.31 74971 2.31 Buy31.03.2019 74971 2.31

18 YASH MANISH MEHTA 0 0.0029.03.2019 50000 1.54 50000 1.54 Buy31.03.2019 50000 1.54

19 KOSHA MALAV SHAH 150000 4.6225.01.2019 -11500 -0.35 138500 4.26 Sell01.02.2019 -78400 -2.41 60100 1.85 Sell08.02.2019 -8120 -0.25 51980 1.60 Sell15.02.2019 -11980 -0.37 40000 1.23 Sell15.03.2019 4297 0.13 44297 1.36 Sell31.03.2019 44297 1.36


42

V. Shareholding of Directors & KMP




Company Company

1 SAMIR DILIPKUMAR SHAH (Managing Director) 0 0.00

15-06-2018 750000 23.08 750000 23.08 Buy

13-07-2018 500000 15.39 1250000 38.47 Buy

30-07-2018 30000 0.92 1280000 39.40 Buy

10-08-2018 1500 0.05 1281500 39.44 Buy

27-09-2018 -30000 -0.92 1251500 38.52 Sell

28-09-2018 30000 0.92 1281500 39.44 Buy

31-03-2019 1281500 39.44

2 PRADEEPBHAI KASTURBHAI MEHTA(Chief Financial Officer) 0 0.00

31-03-2019 0 0.00

3 DILIPKUMAR BHOGILAL SHAH 0 0.00

13-07-2018 298969 9.20 298969 9.20 Buy

30-07-2018 123917 3.81 422886 13.02 Buy

10-08-2018 511 0.02 423397 13.03 Buy

27-09-2018 -123917 -3.81 299480 9.22 Sell

28-09-2018 123917 3.81 423397 13.03 Buy

31-03-2019 423397 13.03

4 DINESHKUMAR SEVANTILAL SHAH(Independent Director) 0 0.00

31-03-2019 0 0.00

5 VIJAY JASVANTLAL SHAH (Independent Director) 0 0.00

31-03-2019 0 0.00

6 ANKUR AMIRAM DAVE (Independent Director) 0 0.00

31-03-2019 0 0.00

7 NISARG ANILBHAI SHAH (Independent Director) 0 0.00

31-03-2019 0 0.00

8 TANVI SAMIRBHAI SHAH (Non-Executive Director) 0 0.00

31-03-2019 0 0.00

9 KOMAL BHAGAT (Company Secretary) 0 0.00

31-03-2019 0 0.00

10 DEEPIKA UNDHAD (Company Secretary) 0 0.00

31-03-2019 0 0.00

43


V. Shareholding of Directors & KMP (Contd.....)




Company Company

11 MITUL JAGDISHCHANDRA SHAH(Non-Executive Director) 0 0.0002-11-2018 30000 0.92 30000 0.92 Buy31-03-2019 30000 0.92

12 AMAR JAISWAL (Non-Executive Director) 0 0.0031-03-2019 0 0.00

13 RAVI KHARWAD 2011 0.0610-08-2018 -2011 -0.06 0 0.00 Sell31-03-2019 0 0.00

V. Indebtedness:Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Unsecured Deposits TotalLoans Loans Indebted-

excluding nessdeposits

Indebtedness at the beginning of the financial year

i) Principal Amount - 233615.00 - 233615.00

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - 233615.00 - 233615.00

Change in Indebtedness during the financial year

Addition - 698450.00 - 698450.00

Subtraction - - - -

Net Change - 698450.00 - 698450.00

Indebtedness at the end of the financial year

i) Principal Amount - 932065.00 - 932065.00

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -Total (i+ii+iii) - 932065.00 - 932065.00


44

VI. Remuneration of Directors and Key Managerial Personnel:A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S. Particulars of Remuneration Name of MD / WTD / Manager TotalN. Mr. Samir Shah -- Amount

(Managing Director)1 Gross Salary 7,50,000.00 7,50,000.00

(a) Salary as per provisions contained in Section17(1) of the Income tax Act, 1961 - -

(a) Value of Perquisites u/s 17 (2) of Income TaxAct, 1961 - -

(b) Profits in lieu of salary under section 17(3)Incometax Act, 1961 - -

2 Stock Option - -3 Sweat Equity - -4 Commission

- as % of profit- others, specify… - -

5 Others, please specify - -Total (A) 7,50,000.00 7,50,000.00Ceiling as per the Act

B. Remuneration to Other Directors:

S. Particulars of Remuneration Name of Directors TotalN. Independent Directors / 1 2 3 4 Amount

Non-Executive Directors1 Independent Directors Mr. Dinesh Mr. Vijay Mr. Ankur Mr. Nisarg

Shah Shah Dave ShahFee for attending Board Meetings - - - - -Commission - - - - -Others, please specify - - - - -Total (1) - - - - -

2 Other Non-Executive Directors Mrs. Tanvi Mr. Amar Mr. MitulShah Jaiswal Shah

Fee for attending Board Meetings - - - - -Commission - - - - -Others, please specify - - - - -Total (2) - - - - -Total (B) = (1+2) - - - - -Total Managerial Remuneration - - - - -Overall Ceiling as per the Act

45


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTDS. Particulars of Remuneration Key Managerial Personnel TotalN. Independent Directors / CEO Company Secretary CFO Amount

Non-Executive Directors Ms. Komal Mr. PradeepbhaiBhagat Mehta

1 Gross Salary(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act,1961 - 36,000.00 85,080.00 1,21,080.00

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961 - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as % of profit- others, specify… - - - -

5 Others, please specify - - - -TOTAL - 36,000.00 85,080.00 1,21,080.00

VII. Penalties / Punishment / Compounding of Offences:Type Section Brief Details of Penalty/ Authority Appeal

of the Description Punishment/ [RD/NCLT/ madecompanies Compounding Court] If any

Act fees imposed (give details)A. COMPANY

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

B. DIRECTORSPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

C. OTHER OFFICERSIN DEFAULTPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil




DIN: 03350268 DIN: 08192047


46

CEO and CFO CertificationThe Board of DirectorsMedico Intercontinental Limited,MumbaiDear Members of the Board,We, Dilipkumar Bhogilal Shah, Chief Executive Officer, and Mr. Jay Sharadkumar Shah, Chief Financial Officer ofMedico Intercontinental Limited, to the best of our knowledge and belief, certify that:1. We have reviewed the Balance Sheet as at March 31, 2019, Statement of Profit and loss, the Statement

of Changes in Equity and the Statement of Cash Flows for the year ended, and a summary of the significantaccounting policies and other explanatory information of the Company, and the Board’s report for the yearended March 31, 2019.

2. These statements do not contain any materially untrue statement or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

3. The financial statements, and other financial information included in this report, present in all material respecta true and fair view of the Company’s affairs, the financial condition, results of operation and cash flows ofthe Company as at, and for, the periods presented in this report, and are in compliance with the existingaccounting standards and / or applicable laws and regulations.

4. There are no transactions entered into by the Company during the year that are fraudulent, illegal or violatethe Company’s Code of Conduct and Ethics, except as disclosed to the Company’s auditors and the Company’saudit committee of the Board of Directors.

5. We are responsible for establishing and maintaining disclosure controls and procedures and internal controlsover financial reporting for the Company, and we have:a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures

to be designed under our supervision to ensure that material information relating to the Company, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared.

b. Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordancewith Indian Accounting Standards (Ind AS).

c. Evaluated the effectiveness of the Company’s disclosure, controls and procedures.d. Disclosed in this report, changes, if any, in the Company’s internal control over financial reporting that

occurred during the Company’s most recent fiscal year that has materially affected, or is reasonablylikely to materially affect, the Company’s internal control over financial reporting.

6. We have disclosed, based on our most recent evaluation of the Company’s internal control over financial reporting,wherever applicable, to the Company’s auditors and the audit Committee of the Company’s Board (and personsperforming the equivalent functions):a. Any deficiencies in the design or operation of internal controls, that could adversely affect the Company’s

ability to record, process, summarize and report financial data, and have confirmed that there have beenno material weaknesses in internal controls over financial reporting including any corrective actions withregard to deficiencies.

b. Any significant changes in internal controls during the year covered by this report.c. All significant changes in accounting policies during the year, if any, and the same have been disclosed

in the notes to the financial statements.d. Any instances of significant fraud of which we are aware, that involve the Management or other employees

who have a significant role in the Company’s internal control system.7. We affirm that we have not denied any personal access to the audit committee of the Company (in respect

of matters alleged misconduct) and we have provided protection to whistleblowers from unfair termination andother unfair or prejudicial employment practices.

8. We further declare that all Board members and senior management personnel have affirmed compliance withthe Code of Conduct and Ethics for the year covered by this report.

Sd/- Sd/-Place : Mumbai Dilipkumar Shah Jay Sharadkumar ShahDate : 21/08/2019 Chief Executive Officer Chief Financial Officer

47


INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF,MEDICO INTERCONTINENTAL LIMITED(Formerly Known as M/S. INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED)

Report on the Financial Statements

We have audited the accompanying financial statements of MEDICO INTERCONTINENTAL LIMITED (Formerly Knownas M/S. INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED) (“the company”), which comprise the BalanceSheet as at 31 March, 2019, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended,and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the accounting principles generallyaccepted in India (Indian GAAPs), including the Accounting Standards (‘Ind AS’) specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisionof the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of internal financial control, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free from material misstatement, whetherdue to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether

We believe that the audit evidence due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company’s preparation of the financial statements that give true and fairview in order to design audit procedures that are appropriate in the circumstances. An audit

Also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements, give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2019;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date;

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.


48

Report on other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so faras appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2019, taken onrecord by the Board of Directors, none of the directors is disqualified as on 31 March, 2019, from beingappointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

f) With respect to the other matters included in the Auditor’s Report and to our best of our informationand according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements

ii. The Company has made provision, as required under the applicable law or accounting standards,for material foreseeable losses, if any, on long term contracts including derivative contracts

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“CARO 2016”) issued by the Central Governmentin terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified inparagraph 3 & 4 of CARO 2016.

FOR TDK & CO(Chartered Accountants)

Sd/-Place: Mumbai CA NEELANJ SHAH (PARTNER)Date: 29/05/2019 Membership No.: 121057

FRN : 109804W

49


Annexure “A” to the Independent Auditor’s Report(Referred to in paragraph 1 (g) under “Report on Other Legal and Regulatory

Requirement of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013

We have audited the internal financial controls over financial reporting of MEDICO INTERCONTINENTAL LIMITED(Formerly Known as M/S. INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED) as of 31st March, 2019in conjunction with our audit of the standalone financial statements of the Company for the year ended on thatdate.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on theinternal control over financial reporting criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementationand maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and thetimely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicableto an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'sassets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future


50

periods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operating effectively as at 31st March,2019, based on the internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.



FRN : 109804W

Annexure “B” to the Independent Auditor’s Report(Referred to in paragraph 2 under “Report on Other Legal and Regulatory Requirement of our report of even dateto the members of MEDICO INTERCONTINENTAL LIMITED (Formerly Known as M/S. INTERCONTINENTALLEASING & FINANCE COMPANY LIMITED) on the standalone financial statements for the year ended 31st March,2019).

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details andsituation, of fixed assets.

b) The fixed assets are physically verified by the Management according to a phased programme designedto cover all the items every year which, in our opinion, is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the programmer, a portion of the fixed assets hasbeen physically verified by the Management during the year and no material discrepancies have beennoticed on such verification.

c) According to the information and explanation given to us and on the basis of our examination of therecords of the company, the company doesn’t have any freehold immovable properties. As informed tous, in respect of leasehold, the company doesn't have any immovable properties.

2. As explained to us, inventories have been physically verified during the year by the management and in ouropinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventoriesbetween the physical inventories and book records were not material, having regards to the size of the operationsof the company and the same have been properly dealt with.

3. In respect of loans, secured or unsecured, granted by the company to companies, firms, Limited liabilitypartnerships or other parties covered in the register maintained under section 189 of Companies Act, 2013:

a) Whether receipt of the principal amount and interest are also regular; -

There are no such loans and hence the said clause is not applicable

b) If overdue amount is more than rupees one lakh, whether reasonable steps have been taken by thecompany for recovery of the principal and interest: - There are no such loans and hence the said clauseis not applicable.

4. In our opinion and according to the information and explanations given to us, the company has compliedwith the provisions of section 185 and 186 of the companies Act, 2013, in respect of grant of loans, makinginvestments and providing guarantees and securities.

51


5. According to the information and explanations given to us, the Company has not accepted any deposits fromthe public. Therefore, the provisions of paragraph 3 (v) of the CARO 2016 are not applicable to the Company.

6. According to the information and explanations given to us, Maintenance of Cost records is not applicableto the company pursuant to the rules made by the Central Government of India regarding the maintenanceof cost records under sub–section (1) of Section 148 of the Act. Therefore, the provisions of paragraph 3(vi)of the CARO 2016 are not applicable to the Company.

7. According to the information and explanations given to us in respect of statutory dues:

a. The Company is regular in depositing the undisputed statutory dues, including provident fund, employees'state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, valueadded tax and other material statutory dues, as applicable, with the appropriate authorities.

b. the Company examined by us, there are no dues of income–tax, wealth–tax and service tax whichhave not been deposited on account of any dispute.

c. Whether the amount required to be transferred to investor education and protection fund in accordancewith the relevant provisions of the Companies Act, 2013 and rules made thereunder has been transferredto such fund within time: - The said clause is not applicable to the company.

8. Based on our audit procedures and information and explanations given by the management and consideringthe Corporate Debt Restructuring (CDR) scheme, we are of the opinion that the Company is not having anysuch term loans as on balance 31st March, 2019.

9. According to the information and explanations given to us, the term loans raised during the year were, primafacie, been applied for the purpose for which those are raised. The Company has not raised any money byway of initial public offer or further public offer (including debt instruments).

10. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and on the basis of information and explanations given by the management, no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the Company is not a NidhiCompany. Therefore, the provisions of paragraph 3 (xii) of the CARO 2016 are not applicable to the Company.

12. According to the information and explanation given to us and based on our examination of the records ofthe Company, transactions with the related parties are in compliance with sections 177 and 188 of the CompaniesAct, 2013, where applicable and details of such transactions have been disclosed in the financial statementsetc. as required by the applicable accounting standards.

13. According to the information and explanation given to us and based on our examination of the records ofthe Company, the Company has not made any preferential allotment or private placement of shares of fullyor partly convertible debentures during the year. Therefore, the provisions of paragraph 3(xiv) of the CARO2016 are not applicable to the Company.

14. According to the information and explanations given to us, the Company has not entered into non- cashtransactions with directors or persons connected with him. Therefore, the provisions of paragraph 3(xv) of theCARO 2016 are not applicable to the Company.

15. In our opinion and according to information and explanations provided to us, the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act, 1934.



FRN : 109804W


52

STANDALONE BALANCE SHEET AS AT 31 March, 2019

Particulars Note As at As at31 March, 2019 31 March, 2018

ASSETS:Non- current Assets(a) Property, Plant & Equipment 2 18,721.00 50,801.00(b) Financial Assests

(i) Investments 3 300,000.00 -(ii) Loans 4 7,926,475.00 23,878,109.00

(c) Other non current Assets 5 5,000.00 -(d) Deferred Tax Assets 115,841.00 214,734.00

Sub-total - Non-current Assets 8,366,037.00 24,143,644.00Current Assets(a) Inventories 6 6,314,958.00 -(b) Financial Assests

(i) Trade Receivables 7 64,689,262.00 13,307,287.00(ii) Cash and Cash Equivalents 8 11,496,516.71 1,645,906.80

(c) Other Current Assets 9 336,022.00Sub-total - Current Assets 82,836,758.71 14,953,193.80TOTAL ASSETS 91,202,795.71 39,096,837.80

EQUITY AND LIABILITIES:Equity(a) Equity Share capital 10 32,490,000.00 32,490,000.00(b) Other equity 11 7,776,694.87 185,422.80

Sub-total -Shareholders’ Funds 40,266,694.87 32,675,422.80Non- current Liabilities(a) Financial Liabilities

(i) Borrowings 12 932,065.00 233,615.00(ii) Other Financial Liabilities - -

(b) Provisions - -Sub-total - Non-current Liabilities 932,065.00 233,615.00

Current Liabilities(a) Trade Payable 13 48,944,514.00 6,063,800.00(b) Provisions 14 1,059,521.84 124,000.00

Sub-total - Current Liabilities 50,004,035.84 6,187,800.00TOTAL EQUITY AND LIABILITIES 91,202,795.71 39,096,837.80

Basis of preparation, measurement andsignificant accounting policies 1

The accompanying notes are an integral part of these financial statementsAs per our report of even dateFor M/s TDK & Co For and on behalf of the boardChartered AccountantsFRN : 109804W Sd/- Sd/-Sd/- Tanvi Shah Samir ShahNeelanj Shah Chairman Managing DirectorPartner Din:-08192047 Din:-03350268M.No. 121057 Sd/- Sd/-

Pradipbhai Mehta Deepika UndhadPlace : Mumbai Chief Financial officer Company SecretaryDated : 29/05/2019 Pan:-ADVPM9066C M no:-41244

53


STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2019

Particulars Note Year ended Year ended31.03.2019 31.03.2018

Revenue:Revenue From Operation 15 99,531,328.32Other Operating Income 16 3,559,322.02 3,890,630.00

Total Revenue 103,090,650.34 3,890,630.00

Expenses:Purchase of Stock in Trade 17 95,279,369.32 2,124,560.00Changes in inventories 18 -6,314,958.00Employee Benefit Expense 19 1,063,900.00 600,000.00Depreciation And Amortization Expense 2 32,080.00 32,080.00Finance cost 20 64,526.60Other Expenses 21 2,675,274.10 671,003.70

Total Expenses 92,800,192.02 3,427,643.70

Profit Before Exceptional items 10,290,458.32 462,986.30Exceptional ItemsBad Debts - -Profit Before Tax 10,290,458.32 462,986.30Tax Expense:- Current Tax 2,600,293.25 100,000.00- Deferred Tax 98,893.00 68,242.00Profit For the Year (A) 7,591,272.07 294,744.30OTHER COMPREHENSIVE INCOME:Items that will not be reclassified subsequently to profit or loss- Net fair value gain/(loss) on investments in

equity instruments through OCI NIL NIL- Loss on fair valuation of defined benefit plans as per

actuarial valuation NIL NIL- Deferred tax (expense)/benefit relating to these items NIL NILOTHER COMPREHENSIVE INCOME FOR THE YEAR (B) NIL NILTOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) 7,591,272.07 294,744.30

Earnings per equity share of face value of Rs. 10/-eachBasic and Diluted (Rs.) 22 2.34 0.09Basis of preparation, measurement and significantaccounting policies 1




54

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2019

As at As at31st March, 2019 31st March, 2018

A. EQUITY SHARE CAPITALBalance at the beginning of the reporting yearEquity shares of Rs.10/- each issued, subscribed and paid 32,490,000 32,490,000Changes in Equity Share capital during the year NIL NILBalance at the end of the reporting year 32,490,000 32,490,000

B. OTHER EQUITYReserves and Surplus Items of Other

ComprehensiveIncome (OCI)

Capital Retained Equity TotalReserve Earnings instruments

through OCIBalance As at 1st April, 2017 (109,322.00) - (109,322)Profit for the year 294,744.00 - 294,744Other comprehensive income for the year -Total comprehensive income for the year 294,744.00 - 294,744Balance As at 31st March, 2018 185,422.00 - 185,422.00Balance As at 1st April, 2018 185,422.80 - 185,422.80

Profit for the year 7,591,272.07 - 7,591,272.07Other comprehensive income for the yearTotal comprehensive income for the year 7,776,694.87 - 7,776,694.87Balance As at 31st March, 2019 7,776,694.87 - 7,776,694.87

As per our report of even dateFor M/s TDK & Co For and on behalf of the boardChartered AccountantsFRN : 109804W Sd/- Sd/-Sd/- Tanvi Shah Samir ShahNeelanj Shah Chairman Managing DirectorPartner Din:-08192047 Din:-03350268M.No. 121057 Sd/- Sd/-


55


STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2019

Particulars As At As At31.03.2019 31.03.2018Amt. (Rs.) Amt. (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES :a) Net Profit/ (Loss) before tax 10290458.32 462,986b) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 10,290,458 462,986

Adjustments For:Loss on Sale of Fixed Assets 0 -Depreciation 32080 32,080CASH GENERATED FROM OPERATIONS 10,322,538 495,066Adjustments forDecrease/(Increase) in Loan 15951634 (2,744,552)Decrease/(Increase) Other non current Assets -5000 5,595,000Decrease/(Increase) Inventories -6314958Decrease/(Increase) Tradereceivable -51381975Decrease/(Increase) Other Current assets -336022Increase/(Decrease) in Provision 335,229 -Increase/(Decrease) in Trade Payable 42,880,714Increase/(Decrease) in Other Financial Liabilities (3,149,100)Increase/(Decrease) in Other Current Liabilities -

CASH GENEARATION FROM OPERATING ACTIVITY 11,452,160 196,414Income tax Paid Net (2,000,000)

NET CASH FROM/(USED IN) OPERATING ACTIVITIES 9,452,160 2,642,314

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets 0Decrease/(Increase) in Investment -300000NET CASH FROM/(USED IN) INVESTING ACTIVITIES (300,000) 0

C. CASH FLOW FROM FINANCING ACTIVITIES 0Increase/(Decrease) in Borrowings 698,450NET CASH FROM/(USED IN) FINANCING ACTIVITIES 698,450 -

NET INCREASE IN CASH AND CASH EQUIVALENTS 9,850,610 196,414CASH AND CASH EQUIVALENTS (At the beginning of the year) 1,645,907 1,449,492CASH AND CASH EQUIVALENTS (At the end of the year) 11,496,516.71 1,645,906

1. The above cash flow statement has been prepared under the “Indirect Method” as set out in Ind AS 7, ‘Statementof Cash Flows’.

2. Previous Year’s figure have been regrouped, rearranged, wherever necessary, to correspond with the currentyear’s classification/disclosure.




56

NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2019

1.1 Previous year figuresPrevious Year’s figures have been regrouped/reclassified, wherever necessary, to correspond with the currentyear’s classification/disclosures.

1.2 Corporate InformationMEDICO INTERCONTINENTAL LIMITED (Formerly Known as M/S. INTERCONTINENTAL LEASING & FINANCECOMPANY LIMITED) (“ the company”) is a Limited Company in India and incorporated under the provisionsof Companies Act,1956. It came into existence on August 14,1984.

1.3 Basis of preparation of Financial StatementsThese financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafterreferred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to section 133 of the CompaniesAct, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (IndianAccounting Standards) Amendment Rules, 2016.

1.4 SIGNIFICANT ACCOUNTING POLICIESa) Use of estimates

The preparatrion of financial statements in confirmity with the generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts of assetsand liabilities and disclosure of contingent liabilities as the dtae of finacial statements and the resultsof opertaions during the reporting period . Altough these estimates are based upon managemnts bestknowledge of current events &and actions,actual results could differ from theses estimates.

b) Income TaxesThe company fallows Accounting Standard-22 Accounting for taxes on income ,issued by ICAI.DeferredTax expenses & credit & related liabilites or assets are recognized for future tax consequences attributableto the differences between accounting profit & taxable income. deffred Tax Assets are only recognizedif there is reasonable certainity that they will be realized,interims of para 15 read with the para 17of the said Accounting Standard.These asstes are reviewed for appropriateness of their carrying valueat each Balance Sheet date Deferred Tax Assets & liabilities are measured using the tax rates thathave been enacted or substantively enacted at the Balance Sheet date.

c) Earnings Per Share (EPS)Basic earnings per share are calculated by dividing the net profit or loss for the period attributable toequity shareholders (after deducting preferences dividends and attributable taxes) by the weighted averagenumber of equity shares outstanding during the period. For the purpose of calculating diluted earningsper share, the net profit or loss for the period attributable to the equity shareholders and the weightedaverage number of shares outstanding during the period are adjusted for the effects of all dilutive potentialequity shares.

d) Cash and Cash EquivalentsCash and cash equivalents for the purpose of financial statements comprise cash at bank and in handand short -term investments.

e) ProvisionsA provision is recognized when an enterprise has a present obligation as a result of past event: it isprobable than an outflow of resources will be required to settle the obligation,in respect of which a reliableestimate can be made. Provisons are not discounted to its present value and are determined basedon best estimate required to settle the obligation at the balance sheet date .These are reviewed ateach balance sheet date and are adjusted to reflect the current best estimates.

f) Segment ReportingSegments are identified based on dominant source and nature of risks and returns and internalfinancial reporting system to the management. Inter segment revenue are accounted for on the basisof transactions which are primarily market led. Revenue and expenses which relate to enterprises asa whole and are not attributable to segments are included under “Other Unallocable Expenditure Netof Unallocable Income.

57



NOTE - 2 : PROPERTY, PLANT AND EQUIPMENT:Particulars Land Furniture Office Factory Plant Dies, Computer Motar Total

Freehold and Equip- Building & Moulds Carfixtures mrent Machinery & Tools

Year ended March 31, 2018Opening grosscarrying amount - - - - - - 96,240 - 96,240Additions - - - - - - - - -Disposals - - - - - - - - -Closing grosscarrying amount - - - - - - 96,240 - 96,240Accumulated depreciationand impairmentOpening accumulateddepreciation - - - - - - 13,359 - 13,359Adjustment During the year - - -Depreciation chargeduring the year - - - - - - 32,080 - 32,080Closing accumulateddepreciation andimpairment - - - - - - 45,439 - 45,439Net carrying amount - - - - - - 50,801 - 50,801Year ended March 31, 2019Opening grosscarrying amount - - - - - - 96,240 - 96,240Additions - - - - - - - - -Disposals - - - - - - - - -Closing grosscarrying amount - - - - - - 96,240 - 96,240Accumulated depreciationand impairmentOpening accumulateddepreciation - - - - - - 45,439 - 45,439Depreciation chargeduring the year - - - - - - 32,080 - 32,080Closing accumulateddepreciation andimpairment - - - - - - 77,519 - 77,519Net carrying amount - - - - - - 18,721 - 18,721


58


Particulars As At As At As At As At31.03.2019 31.03.2019 31.03.2018 31.03.2018

Number of Amt. Number Amt.Shares Rs. Shares Rs.

NOTE - 3 : NON - CURRENT INVESTMENT:Investment in Equity InstrumentsIN SUBSIDIARIES COMPANYEVERGRACE PHARNA PVT LTD (10000 shares of Rs.10) 10000 100,000.00RITZ FORMULATION PVT LTD (10000 shares of Rs.10) 10000 100,000.00SUNGRACE PHARMA PVT LTD (10000 shares of Rs.10) 10000 100,000.00

300,000 -Particulars As At As At

31.03.2019 31.03.2018Amt. (Rs.) Amt. (Rs.)

NOTE - 4 - NON-CURRENT LOANS:(Unsecured, considered good except stated otherwise)Advance recoverable in cash or kind or for valve to be received 23,878,109.00

ASHAPURA HOUSING P LTD, MUMBAI 152,318.00OFFICE (MUMBAI) RENT DEPOSIT 10,000.00OPTIONS INFRA PROJECT PVT LTD, MUMBAI 87,635.00PROFIN CAPITAL SERVICES LTD -100,000.00SAMYA INTERNATIONAL 7,776,522.00

7,926,475.00 23,878,109.00

NOTE - 5 - OTHER NON-CURRENT FINANCIAL ASSETS:SECURITY DEPOSIT (EMBARK LIFE 5,000.00

- -5,000.00 -

NOTE - 6 - INVENTORIES:FINISHED GOODS 6,314,958.00 -

6,314,958.00 -

NOTE - 7 - TRADE RECEIVABLES:Outstanding for a period exceeding six monthsfrom the date they are due for paymentUNSERCURED, CONSIDERED GOOD 64,689,262.00 13,307,287.00

64,689,262.00 13,307,287.00* Conformation of Trade receivable Parties are not available.

NOTE - 8 - CASH AND CASH EQUIVALENTS:Cash Balance

CASH ON HAND 911,506.50 709,273.50Balance with Bank

IN CURRENT ACCOUNT* 10,585,010.21 936,633.30(*Current account with ICICI BANK, IDBI BANK ANDSTANDARD CHARTERED BANK)

11,496,516.71 1,645,906.80

59




NOTE - 9 - OTHER CURRENT ASSETS:

TDS [COMM/& PRO.FEES] RECEIVAB 96,542.00TDS [INTREST] RECEIVABLE 159,177.00PRE-PAID EXP. 31,723.00ADVANCE TAX -INCOME TAX REFUND 48,580.00

336,022.00 -

NOTE - 10 - EQUITY SHARE CAPITAL:

Authorized :10000000 (P.Y. 3500000) Equity Shares of Rs. 10/- each 10,00,00,000 35,000,000.00Issued, Subscribed and Paid-up:*3249000 (P.Y. 3249000) Equity Shares of Rs. 10/- each 32,490,000.00 32,490,000.00

32,490,000.00 32,490,000.00

a. The reconciliation of the number of outstanding shares as at 31st March 2019 and 31st March, 2018 is setout below:

Particulars As at 31.03.2019 As at 31.03.2018Number of Amount Number of Amount

Shares Shares

Shares outstanding at the beginning of the year 3,249,000 32,490,000 3,249,000.00 32,490,000.00Add: issue during the year NIL NIL NIL NILShares outstanding at the end of the year 3,249,000 32,490,000 3,249,000.00 32,490,000.00

b. The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holderof equity share is entitled to same rights based on the number of shares held.

c. Shares in the Company held by each shareholders holding more than 5% shares:

Particulars As at 31.03.2019 As at 31.03.2018Name of Shareholders No. of Percentage No. of Percentage

Shares Held of holding Shares Held of holding

SAMIR SHAH 1,281,500 39.44% - -DILIPKUMAR BHOGILAL SHAH 423,397 13.03% - -


60



NOTE - 12 - BORROWINGS:

Secureda. From Canara Bank

Overdraft against Book Debts * - -Cash Credit** - -

b. Term LoanFrom State Financial Corporation *** - -UnsecuredLoans from Director 932,065.00 233,615.00Loans from Related Parties - -

932,065.00 233,615.00

NOTE - 13 - TRADE PAYABLE:

UnsecuredTrade Payable*- Outstanding dues of Micro and Small Enterprises 23,352,777.00 -- Others for Goods and Expenses 25,591,737.00 6,063,800.00Advance from Customers - -Statutory Dues - -Other Payables - -

48,944,514.00 6,063,800.00

* Disclosure of outstanding dues of Micro and Small Enterprises under Trade Payable is based on the informationavailable with the Company regarding the status of the suppliers as defined under the Micro, Small and MediumEnterprises Development Act, 2006.

NOTE - 14 - PROVISIONS:

PROVISION FOR TAX 600,293.25 124,000.00ADVERTISMENT EXPS PAYABLE 11,000.00AUDIT FEES PAYABLE 35,000.00PROFESSIONAL TAX(EMPLOYEES), AHMEDABAD 600.00TDS DEDUCTED ON COMMISSION, AHMEDABAD 9,581.00TDS DEDUCTED ON PROFESIONAL, AHMEDABAD 52,003.00TDS DEDUCTION ON CONTRACTOR, AHMEDABAD 5,136.00TDS DEDUCTION ON INTERST, AHMEDABAD 6,069.00TDS DEDUCTION ON SALARY, AHMEDABAD 225,000.00GST PAYABLE 114,839.59

1,059,521.84 124,000.00

61



Particulars Year ended Year ended31.03.2019 31.03.2018Amt (Rs.) Amt (Rs.)

NOTE - 15 - REVENUE FROM OPERATION:

SALES AND SERVICES 99,531,328.32 -99,531,328.32 -

NOTE - 16 - OTHER INCOME:

INTEREST [F D A/C] 26,968.00INTEREST INCOME (D) 1,564,278.00COMMISSION [INCOME] 1,930,840.62INTREST ON INCOME TAX REFUND 4,371.00OTHER INCOME 32,864.40SALES AND SERVICES-OTHER OPERATION 3,890,630.00

3,559,322.02 3,890,630.00

NOTE - 17 - PURCHASE OF STOCK IN TRADE:

PURCHASE A/C 95,279,369.32 2,124,560.0095,279,369.32 2,124,560.00

NOTE - 18 - CHANGE IN INVENTORIES:

ADD-OPENING STOCK -LESS-CLOSING STOCK 6,314,958.00

-6,314,958.00

NOTE - 19 - EMLOYEE BENEFIT EXPENSE:

LEAVE ENCASHMENT EXPS 19,112.00REMMURATION [DIRECTORS] 750,000.00SALARY A/C 294,788.00

1,063,900.00

NOTE - 20 - FINANCE COST:

INTEREST EXPENSES 61,304.00BANK CHARGES 3,222.60

64,526.60

NOTE - 21 - OTHER EXPENSES:LISTING FEES 295,000.00 287,500.00PUBLICATION FEES 44,291.80PROFESSIONAL FEES 1,065,840.00 99,912.00AUDITORS REMUNERATION- For Audit 35,000.00 5,900.00ROC FILING FEES 25,800.00 11,700.00OFFICE EXPENSES 101,600.00BANK CHARGES 99.90RENT 110,709.00 120,000.00


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NOTE - 21 - OTHER EXPENSES: (CONTD.....)

ADVERTISMENT EXP 36,242.00ANNUAL ISSUER FEES 21,823.00BSE LTD (EXPENSE) 138,828.00CLEARANCE CHARGES (IMPORT) 3,135.00DUTY ADVANCEMENT CHARGE(IMPORT 500.00EGM EXPENSE 2,360.00FOREIGN INVST.LIMITS [EXP] 10,000.00FOREIGN RATE DIFFERENCE EXP 12,537.20FREIGHT EXP 2,660.00FREIGHT EXP [OUTWARD] 5% 19,840.00GODOWN MAINTANANCE 2,500.00GODOWN RENT [NO 12] 20,000.00IMPORT EXPENSE CHARGE 6,896.94OTHER CHARGES (IMPORT) 1,303.00PLATE CHARGES -800.00PRODUCT PERMISSION CHARGES [E] -6,000.00REIMBURSEMENT CHARGE(IMPORT) 4,121.00ROUNDING (OTHER) -1.64SALE PROMOTION A/C (5%) 42,212.00SHARE TRANSFER AGENT FEES 79,517.00STATIONARY & PRINTING EXP (12% 570.00WAREHOUSING CHARGES(IMPORT) 967.00ADVERTISMENT EXP. 5% 79,697.35COMMISSION [EXP] 89,906.00CONVEYANCE [PETROL] EXP. 12,325.00ELECTRICITY EXPS 60.00FREIGHT EXP (OUTWARDS)12% 44,416.95FREIGHT EXP (OUTWARDS)18% -1,584.70KASAR & DISCOUNT 6,334.00LICENCE FEES 3,000.00LOAN PROCESS [FINANCE] CHARGES 400,000.00OFFICE & CANTEEN EXPS 61,989.00OFFICE [GODOWN] MISCE.EXP. 22,079.00PROFESSIONAL TAX [FIRM] 2,101.00STATIONARY & PRINTING EXP.[18% 1,900.00LEGAL EXP. 3,105.00MUNICIPAL TAX [ASLALI] MEDICO 715.00STATIONERY & PRINTING [EXP] 1,170.00TRADMARK (LEGAL EXP) 4,500.00INSURANCE [S/P] 12,001.00

2,675,274.10 671,003.70

NOTE - 22 - EARNINGS PER SHARE (EPS):a) Weighted Average Number of Equity Shares outstanding during the year 3,249,000.00 3,249,000.00b) Net Profit after tax available for Equity Shareholders (Rs.) 7,591,272.07 294,744.30c) Basic and Diluted Earnings Per Share (Rs.) 2.34 0.09The Company does not have any outstanding dilutive potential equity shares.

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NOTE - 23.01 RELATED PARTY DISCLOSURES NATURE OF RELATIONSHIP AND TRANSACTION WITH RELATEDPARTIES:

1 Related Parties and their Relationship:a) Subsidiary Company: 1. EVAGRACE PHARNA PVT LTD

2. RITZ FORMULATION PVT LTD3. SUNGRACE PHARMA PVT LTD

b) Key Management Personnel: SAMIR D SHAH - MANAGIND DIRECTORPRADIP K MEHTA - CHIEF FINANCIAL OFFICERDEEPIKA MILAN UNDHAND - COMPANY SECRETARY

c) Independent AND Non-Executive Directors:DINESHKUMAR SEVANTILAL SHAH - Independent DIRECTORVIJAY JASVANTLAL SHAH - Independent DIRECTORANKUR AMIRAM DAVE - Independent DIRECTORNISARG ANILBHAI SHAH - Independent DIRECTORTANVI SAMIRBHAI SHAH - Non-Executive Directors

e) Relatives of Key Management Personnal:Name RelationshipTANVI S SHAH Wife of Samir Shah

f) Enterprises over which key management personnel are able to exercise significant influence:Name of enteprise Director/Partner/EmployeeMEDICO HEALTHCARE Partnership firm in which Samir Shah is Parnter

RITZ PHARMA Partnership firm in which Samir Shah is Parnter

AZILLIAN HEALTHCARE PVT LTD PVT LTD co in which Samir Shah is Director

OXFORD PHARMA Partnership firm in which Samir Shah is Parnter

SERENE LIFECARE LLP LLP firm in which Samir Shah is Parnter

ROYAL LABS Partnership firm in which Samir Shah is Parnter


64


NOTE - 23.01 RELATED PARTY DISCLOSURES NATURE OF RELATIONSHIP AND TRANSACTION WITH RELATEDPARTIES:2a) Related Party Transactions entered during the year:

Particulars Enterprises Subsidiary Key Managerial Other Related Totaltrusts over Company Persons Parties

whichsignificantinfluence

exercised bykey management

personnelMarch March March March March March March March March March

31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018Purchase of goodsSale of goods 117434.00Arrangement FeesPaidRent/Vehicle HireCharges paidDividend paidDividend receivedInterest Paid 60,693.00 60,693.00 -Discount AllowedLoans Taken 932,065.00 233,615.00 932,065.00 233,615.00Remuneration onA/c of Salary &Perquisites 871,080.00 - 871,080.00 -

2b) Balance Outstanding at the end of the Financial Year:Particulars Enterprises Subsidiary Key Managerial Other Related Total

trusts over Company Persons Partieswhich

significantinfluence



31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018Receivable/(Payable) onaccount of goodssale/servicesrendered/received 0 0 0 0 - - - - 0 0Receivable onaccount ofSecurity deposit/Prepaid Lease 0 0 0 0 - - - 0 0Payable onaccount ofLoans Taken 0 0 0 0 932,065.00 233,615.00 - - 932,065.00 233,615.00

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NOTE - 23.02 - SEGMENTAL REPORTING FOR THE YEAR ENDED ON 31ST MARCH, 2019 IS AS UNDER:

(A) On the basis of Business Segments :

Particulars FY 2018-19 FY 2017-18Trading Finance Total Trading Finance Total

External Revenues 99531328.32 3522086.62 103053414.9 2,522,630.00 1,368,000.00 3,890,630.00Internal Segment Revenues - - -Other Non-allocable Income 37235.4 - -Total Revenues 99531328.32 3522086.62 103090650.3 2,522,630.00 1,368,000.00 3,890,630.00Less: Elimination - - -Total Revenues 99531328.32 3522086.62 103090650.3 2,522,630.00 1,368,000.00 3,890,630.00External Expenses 92800192.02 92800192.02 3427643.7 0 3427643.7Other Non-allocable Expenses 0 0 0Non reportable Segment Revenue 0 0 0 0Other Income 0 0 0 0Interest Cost 0 0 0 0Total Expenditure 92800192.02 0 92800192.02 3427643.7 0 3427643.7Provision for Taxes/ Deferred Tax 2699186.25 0 0 168242NET PROFIT 6731136.3 3522086.62 7591272.07 -905013.7 1368000 294744.3

Particulars FY 2017-18Trading Finance Total Trading Finance TotalOTHER INFORMATIONSegment Assets 71004220 8226475 79230695 23,604,693.00 23,604,693.00Unallocable Corporate Assets 11972100.71 - - 1,919,322.80TOTAL ASSETS 71004220 8226475 91202795.71 - 23,604,693.00 25,524,015.80Segment Liabilities 48944514 932065 49876579 6,026,400.00 233,615.00 6,260,015.00Unallocable Liabilities 1059521.84 - -TOTAL LIABILITIES 48944514 932065 50936100.84 6,026,400.00 233,615.00 6,260,015.00CAPITAL EXPENDITURE - - -Segment Capital Expenditure - - -Unallocable Capital Expenses 18721 - 50,801.00TOTAL CAPITAL EXPENDITURE 0 0 18721 0 - 50,801.00DEPRECIATION & AMORTISATION - - -Segment Depreciation & Amortisement - - -Unallocated Depreciation & Amortisement 32080 32,080 - 32,080.00TOTAL DEPRECIATION & AMORTISEMENT 32080 0 0 32,080.00 - 32,080.00

(B) Other Disclosure :-1. Segments have been identified in line with the Indian Accounting Standard on Segment Reporting (IND AS 108)

taking into account the organization structure as well as the differential risks and returns of these segments.2. The Company has disclosed Business Segment as the primary segment.3. The Segment Revenues, Results, Assets and Liabilities include the respective amount identifiable to each of the

segment and amounts allocated on a reasonable basis.Note :- Above details complied by the Management and relied upon by the Auditors.


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NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2019NOTE - 23.03 - FAIR VALUE MEASUREMENTS:a. Financial instruments by category:

Particulars As at As atMarch 31, 2019 March 31, 2018

FVOCI Amortised FVOCI Amortisedcost cost

Financial AssetsInvestments- Equity / Pref instruments - 300,000 - -Trade receivables - 64,689,262 - 13,307,287Cash and cash equivalents - 11,496,517 - 1,645,907Loans - 7,926,475 - 23,878,109Total financial asset - 84,412,254 - 38,831,303Financial LiabilitiesBorrowings - 932,065 - 233,615Other Finacial Liabilities - - - -Total financial liabilities - 932,065 - 233,615

b. Fair value hierarchy:Financial assets and liabilities measured at fair value Notes Level 1 Level 2 Level 3 Total- March 31 2019Financial AssetsInvestments- Equity / Pref instruments - - - -Total financial asset

- - - -Financial assets and liabilities measured atamortised cost - March 31 2019 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsInvestments- Equity / Pref instruments 3 - 300,000 300,000Trade receivables 7 - - 64,689,262 64,689,262Cash and cash equivalents 8 - - 11,496,517 11,496,517Loans 4 - - 7,926,475 7,926,475Total financial asset - - 84,112,254 84,412,254Financial LiabilitiesBorrowings 12 - - 932,065 932,065Other financial liabilities - - - -Total financial liabilities

- - 932,065 932,065Financial assets and liabilities measured at fair value- March 31 2018 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsInvestments- Equity / Pref instruments - - - -Total financial asset - - - -

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NOTE - 23.03 - FAIR VALUE MEASUREMENTS: (CONTD.....)

b. Fair value hierarchy:

Financial assets and liabilities measured at amortisedcost - March 31 2018 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsInvestments- Equity / Pref instruments 3 - - -Trade receivables 7 - - 13,307,287 13,307,287Cash and cash equivalents 8 - - 1,645,907 1,645,907Loans 4 - - 23,878,109 23,878,109Total financial asset - - 38,831,303 38,831,303Financial LiabilitiesBorrowings 12 - - 233,615 233,615Other financial liabilities - - - -Total financial liabilities - - 233,615 233,615




68

INDEPENDENT AUDITORS’ REPORT ON CONSOLIDATED IND AS FINANCIAL STATEMENT

TO THE MEMBERS OF,MEDICO INTERCONTINENTAL LIMITED(Formerly Known as M/S. INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED)

Report on the Financial StatementsWe have audited the accompanying Consolidated Ind AS Financial statements of MEDICO INTERCONTINENTALLIMITED (Formerly Known as M/S. INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED) (hereinafterreferred to as “the Holding company”)and its subsidiaries (the Holding Company and its subsidiaries together referredto as “the Group”), which comprising the Consolidated Balance Sheet as at 31 March, 2019, the Consolidated Statementof Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of significantaccounting policies and other explanatory information (hereinafter referred to as “the Consolidated Ind AS FinancialStatements”).

Management’s Responsibility for the Financial StatementsThe Holding Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these Consolidated Ind As financial statements that give a trueand fair view of the Consolidated financial position, Consolidated financial performance and Consolidated cash flowsof the Company in accordance with the accounting principles generally accepted in India (Indian GAAPs), includingthe Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisionof the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of internal financial control, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the Consolidated Ind As financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these Consolidated Ind AS financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters whichare required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the Consolidated Ind AS financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the ConsolidatedInd AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the Consolidated Ind AS financial statements, whether.

We believe that the audit evidence due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Holding Company’s preparation of the Consolidated Ind AS financial statementsthat give true and fair view in order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company’s Directors, as well as evaluating the overall presentation of the Consolidated Ind ASfinancial statements.

We have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Ind ASfinancial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid ConsolidatedInd AS financial statements, give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Consolidated Balance Sheet, of Consolidated the state of affairs of the Group as at March31, 2019;

69


b) In the case of the Consolidated Statement of Profit and Loss, of the Consolidated profit for the year endedon that date;

c) In the case of the Consolidated Cash Flow Statement, of the consolidated cash flows for the year endedon that date.

We did not audit the financial statements / financial information of the Subsidiary Companies, These financialstatements/financial information have been audited by other auditors whose reports have been furnished to us bythe Management and our opinion on the Consolidated Ind AS Financial Statements, in so far as it relates to theamounts and disclosures included in respect of the subsidiaries and our report in terms of sub-sections (3) of Section143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the otherauditors. Our opinion on the Consolidated Ind AS Financial Statements, and our report on Other Legal and RegulatoryRequirements below, is not modified in respect of this matter with respect to our reliance on the work done andthe reports of the other auditors.

Report on other Legal and Regulatory Requirements1. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so faras appears from our examination of those books.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and Consolidated CashFlow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

e) On the basis of written representations received from the directors of the Holding Company as on 31March, 2019, taken on record by the Board of Directors of the Holding Company and the reports ofthe statutory auditors of the subsidiary companies none of the directors of the said Group Companiesis disqualified as on 31 March, 2019, from being appointed as a director in terms of Section 164(2)of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the HoldingCompany and Subsidiaries and the operating effectiveness of such controls, refer to our separate Reportin “Annexure A”.

f) With respect to the other matters included in the Auditor’s Report and to our best of our informationand according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its Consolidated financial positionin its Consolidated financial statements

ii. The Company has made provision, as required under the applicable law or Ind accounting standards,for material foreseeable losses, if any, on long term contracts including derivative contracts

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Holding Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“CARO 2016”) issued by the Central Governmentin terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified inparagraph 3 & 4 of CARO 2016.


Sd/-Place: Mumbai CA NEELANJ SHAH (PARTNER)Date : 29/05/2019 Membership No.: 121057

FRN : 109804W


70

Annexure “A” to the Independent Auditor’s Report on The Report onThe Consolidated Ind AS financial Statements

(Referred to in paragraph 1 (g) under “Report on Other Legal andRegulatory Requirement of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013

We have audited the internal financial controls over financial reporting of MEDICO INTERCONTINENTAL LIMITED(Formerly Known as M/S. INTERCONTINENTAL LEASING & FINANCE COMPANY LIMITED) as of 31st March,2019 in conjunction with our audit of the Consolidated Ind AS financial statements of the Holding Company andits subsidiary companies for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Holding Company and its subsidiary companies management are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguardingof its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicableto an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessmentof the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'sassets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

71


periods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Holding Company and its subsidiary companies have, in all material respects, an adequate internalfinancial controls system over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at 31st March, 2019, based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



FRN : 109804W

Annexure “B” to the Independent Auditor’s Report on The Report onThe Consolidated Ind AS financial Statements

(Referred to in paragraph 2 under “Report on Other Legal and Regulatory Requirement of our report of even dateto the members of MEDICO INTERCONTINENTAL LIMITED (Formerly Known as M/S. INTERCONTINENTALLEASING & FINANCE COMPANY LIMITED) on the Consolidated Ind AS financial statements for the year ended31st March, 2019).1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details andsituation, of fixed assets.

b) The fixed assets are physically verified by the Management according to a phased programme designedto cover all the items every year which, in our opinion, is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the programmer, a portion of the fixed assets hasbeen physically verified by the Management during the year and no material discrepancies have beennoticed on such verification.

c) According to the information and explanation given to us and on the basis of our examination of therecords of the company, the company doesn’t have any freehold immovable properties. As informed tous, in respect of leasehold, the company doesn't have any immovable properties.

2. As explained to us, inventories have been physically verified during the year by the management and in ouropinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventoriesbetween the physical inventories and book records were not material, having regards to the size of the operationsof the company and the same have been properly dealt with.

3. In respect of loans, secured or unsecured, granted by the company to companies, firms, Limited liabilitypartnerships or other parties covered in the register maintained under section 189 of Companies Act, 2013:

a) Whether receipt of the principal amount and interest are also regular;-

There are no such loans and hence the said clause is not applicable

b) If overdue amount is more than rupees one lakh, whether reasonable steps have been taken by thecompany for recovery of the principal and interest: - There are no such loans and hence the said clauseis not applicable.

4. In our opinion and according to the information and explanations given to us, the company has compliedwith the provisions of section 185 and 186 of the companies Act, 2013, in respect of grant of loans, makinginvestments and providing guarantees and securities.


72

5. According to the information and explanations given to us, the Company has not accepted any deposits fromthe public. Therefore, the provisions of paragraph 3 (v) of the CARO 2016 are not applicable to the Company.

6. According to the information and explanations given to us, Maintenance of Cost records is not applicableto the company pursuant to the rules made by the Central Government of India regarding the maintenanceof cost records under sub–section (1) of Section 148 of the Act. Therefore, the provisions of paragraph 3(vi)of the CARO 2016 are not applicable to the Company.

7. According to the information and explanations given to us in respect of statutory dues:

a. The Company is regular in depositing the undisputed statutory dues, including provident fund, employees'state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, valueadded tax and other material statutory dues, as applicable, with the appropriate authorities.

b. the Company examined by us, there are no dues of income–tax, wealth–tax and service tax whichhave not been deposited on account of any dispute.

c. Whether the amount required to be transferred to investor education and protection fund in accordancewith the relevant provisions of the Companies Act, 2013 and rules made thereunder has been transferredto such fund within time: - The said clause is not applicable to the company.

8. Based on our audit procedures and information and explanations given by the management and consideringthe Corporate Debt Restructuring (CDR) scheme, we are of the opinion that the Company is not having anysuch term loans as on balance 31st March, 2019.

9. According to the information and explanations given to us, the term loans raised during the year were, primafacie, been applied for the purpose for which those are raised. The Company has not raised any money byway of initial public offer or further public offer (including debt instruments).

10. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and on the basis of information and explanations given by the management, no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the Company is not a NidhiCompany. Therefore, the provisions of paragraph 3 (xii) of the CARO 2016 are not applicable to the Company.

12. According to the information and explanation given to us and based on our examination of the records ofthe Company, transactions with the related parties are in compliance with sections 177 and 188 of the CompaniesAct, 2013, where applicable and details of such transactions have been disclosed in the financial statementsetc. as required by the applicable accounting standards.

13. According to the information and explanation given to us and based on our examination of the records ofthe Company, the Company has not made any preferential allotment or private placement of shares of fullyor partly convertible debentures during the year. Therefore, the provisions of paragraph 3(xiv) of the CARO2016 are not applicable to the Company.

14. According to the information and explanations given to us, the Company has not entered into non- cashtransactions with directors or persons connected with him. Therefore, the provisions of paragraph 3(xv) of theCARO 2016 are not applicable to the Company.

15. In our opinion and according to information and explanations provided to us, the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act, 1934.



FRN : 109804W

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CONSOLIDATED BALANCE SHEET AS AT 31 March, 2019

Particulars Note As at As at31 March, 2019 31 March, 2018

ASSETS:Non- current Assets(a) Property, Plant & Equipment 2 18,721.00 50,801.00(b) Financial Assests

(i) Investments 3 - -(ii) Loans 4 7,926,475.00 23,878,109.00

(c) Other non current Assets 5 5,000.00 -(d) Deferred Tax Assets 115,841.00 214,734.00

Sub-total - Non-current Assets 8,066,037.00 24,143,644.00Current Assets :(a) Inventories 6 6,314,958.00 -(b) Financial Assests

(i) Trade Receivables 7 64,689,262.00 13,307,287.00(ii) Cash and Cash Equivalents 8 11,810,164.71 1,645,906.80

(c) Other Current Assets 9 390,564.00Sub-total - Current Assets 83,204,948.71 14,953,193.80TOTAL ASSETS 91,270,985.71 39,096,837.80

EQUITY AND LIABILITIES:Equity(a) Equity Share capital 10 32,490,000.00 32,490,000.00(b) Other equity 11 7,545,586.87 185,422.80

Sub-total -Shareholders’ Funds 40,035,586.87 32,675,422.80Non- current Liabilities(a) Financial Liabilities

(i) Borrowings 12 1,121,465.00 233,615.00(ii) Other Financial Liabilities - -

(b) Provisions - -Sub-total - Non-current Liabilities 1,121,465.00 233,615.00

Current Liabilities(a) Trade Payable 13 49,054,412.00 6,063,800.00(b) Provisions 14 1,059,521.84 124,000.00

Sub-total - Current Liabilities 50,113,933.84 6,187,800.00TOTAL EQUITY AND LIABILITIES 91,270,985.71 39,096,837.80

Basis of preparation, measurement andsignificant accounting policies 1




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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2019

Particulars Note Year ended Year ended31.03.2019 31.03.2018Amt. (Rs.) Amt. (Rs.)

Revenue:Revenue From Operation 15 99,531,328.32Other Operating Income 16 3,559,322.02 3,890,630.00

Total Revenue 103,090,650.34 3,890,630.00

Expenses:Purchase of Stock in Trade 17 95,279,369.32 2,124,560.00Changes in inventories 18 -6,314,958.00Employee Benefit Expense 19 1,063,900.00 600,000.00Depreciation And Amortization Expense 2 32,080.00 32,080.00Finance cost 20 64,526.60Other Expenses 21 2,906,382.10 671,003.70

Total Expenses 93,031,300.02 3,427,643.70

Profit Before Exceptional items 10,059,350.32 462,986.30Exceptional ItemsBad Debts - -Profit Before Tax 10,059,350.32 462,986.30Tax Expense:- Current Tax 2,600,293.25 100,000.00- Deferred Tax 98,893.00 68,242.00Profit For the Year (A) 7,360,164.07 294,744.30OTHER COMPREHENSIVE INCOMEItems that will not be reclassified subsequentlyto profit or loss- Net fair value gain/(loss) on investments in equity instruments through OCI NIL NIL- Loss on fair valuation of defined benefit plans as per actuarial valuation NIL NIL- Deferred tax (expense)/benefit relating to these items NIL NILOTHER COMPREHENSIVE INCOME FOR THE YEAR (B) NIL NIL

TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) 7,360,164.07 294,744.30Earnings per equity share of face value of Rs. 10/-eachBasic and Diluted (Rs.) 22 2.27 0.09Basis of preparation, measurement and significantaccounting policies First time adoption of Ind AS 1



75


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2019

As at As at31st March, 2019 31st March, 2018

A. EQUITY SHARE CAPITALBalance at the beginning of the reporting yearEquity shares of Rs.10/- each issued, subscribed and paid 32,490,000 32,490,000Changes in Equity Share capital during the year NIL NILBalance at the end of the reporting year 32,490,000 32,490,000

B. OTHER EQUITYReserves and Surplus Items of Other

ComprehensiveIncome (OCI)

Capital Retained Equity TotalReserve Earnings instruments

through OCIBalance As at 1st April, 2017 (109,322.00) - (109,322)Profit for the year 294,744.00 - 294,744Other comprehensive income for the year -Total comprehensive income for the year 294,744.00 - 294,744Balance As at 31st March, 2018 185,422.00 - 185,422.00Balance As at 1st April, 2018 185,422.80 - 185,422.80Profit for the year 7,360,164.07 - 7,360,164.07Other comprehensive income for the yearTotal comprehensive income for the year 7,545,586.87 - 7,545,586.87Balance As at 31st March, 2019 7,545,586.87 - 7,545,586.87




76

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2019


A. CASH FLOW FROM OPERATING ACTIVITIES :a) Net Profit/ (Loss) before tax 10059350.32 462,986b) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 10,059,350 462,986

Adjustments For:Loss on Sale of Fixed Assets 0 -Depreciation 32080 32,080CASH GENERATED FROM OPERATIONS 10,091,430 495,066Adjustments forDecrease/(Increase) in Loan 15951634 (2,744,552)Decrease/(Increase) Other non current Assets -5000 5,595,000Decrease/(Increase) Inventories -6314958Decrease/(Increase) Tradereceivable -51381975Decrease/(Increase) Other Current assets -390564Increase/(Decrease) in Provision 335,229 -Increase/(Decrease) in Trade Payable 42,990,612Increase/(Decrease) in Other Financial Liabilities (3,149,100)Increase/(Decrease) in Other Current Liabilities

CASH GENEARATION FROM OPERATING ACTIVITY 11,276,408 196,414Income tax Paid Net (2,000,000)

NET CASH FROM/(USED IN) OPERATING ACTIVITIES 9,276,408 2,642,314

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets 0Decrease/(Increase) in Investment 0NET CASH FROM/(USED IN) INVESTING ACTIVITIES 0 0

C. CASH FLOW FROM FINANCING ACTIVITIESIncrease/(Decrease) in Borrowings 887,850NET CASH FROM/(USED IN) FINANCING ACTIVITIES 887,850 -

NET INCREASE IN CASH AND CASH EQUIVALENTS 10,164,258 196,414CASH AND CASH EQUIVALENTS (At the beginning of the year) 1,645,907 1,449,492CASH AND CASH EQUIVALENTS (At the end of the year) 11,810,164.71 1,645,906

1. The above cash flow statement has been prepared under the “Indirect Method” as set out in Ind AS 7, ‘Statementof Cash Flows’.

2. Previous Year’s figure have been regrouped, rearranged, wherever necessary, to correspond with the currentyear’s classification/disclosure.



77


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2019

1 Previous year figuresPrevious Year’s figures have been regrouped/reclassified, wherever necessary, to correspond with the currentyear’s classification/disclosures.

2 Corporate Information“Medico Intercontinental Limited (Formerly known as” Intercontinental & Finance Company Limited (“ thecompany”) is a Limited Company in India and incorporated under the provisions of Companies Act,1956. Itcame into existence on August 14,1984.

3 Basis of preparation of Financial StatementsThe Financial Statements of the company have been prepared in accordance with thw generally acceptedaccounting principles in India (Indian GAAP). The Company has prepared these finacial statements to complyin all material respects,with the accounting Standards notified under the coimapnies Act,1956 which continuesto be applicable in terms of general circular15/2013 dated September 13,2013.the financial statements havebeen prepared on an accrual basis and under the historical cost convention.

3.1. SIGNIFICANT ACCOUNTING POLICIES:a) Use of estimates

The preparatrion of financial statements in confirmity with the generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilitiesand disclosure of contingent liabilities as the dtae of finacial statements and the results of opertaions duringthe reporting period . Altough these estimates are based upon managemnts best knowledge of current events&and actions,actual results could differ from theses estimates.

b) Income TaxesThe company fallows Accounting Standard-22 Accounting for taxes on income ,issued by ICAI.Deferred Taxexpenses & credit & related liabilites or assets are recognized for future tax consequences attributable tothe differences between accounting profit & taxable income. deffred Tax Assets are only recognized if thereis reasonable certainity that they will be realized,interims of para 15 read with the para 17 of the said AccountingStandard.These asstes are reviewed for appropriateness of their carrying value at each Balance Sheet dateDeferred Tax Assets & liabilities are measured using the tax rates that have been enacted or substantivelyenacted at the Balance Sheet date.

c) Earnings Per Share (EPS)Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equityshareholders (after deducting preferences dividends and attributable taxes) by the weighted average numberof equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, thenet profit or loss for the period attributable to the equity shareholders and the weighted average number ofshares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

d) Cash and Cash EquivalentsCash and cash equivalents for the purpose of financial statements comprise cash at bank and in hand andshort-term investments.

e) ProvisionsA provision is recognized when an enterprise has a present obligation as a result of past event: it is probablethan an outflow of resources will be required to settle the obligation,in respect of which a reliable estimatecan be made. Provisons are not discounted to its present value and are determined based on best estimaterequired to settle the obligation at the balance sheet date .These are reviewed at each balance sheet dateand are adjusted to reflect the current best estimates.


78


NOTE - 2 : PROPERTY, PLANT AND EQUIPMENT:Particulars Land Furniture Office Factory Plant Dies, Computer Motar Total

Freehold and Equip- Building & Moulds Carfixtures mrent Machinery & Tools

Year ended March 31, 2018Opening grosscarrying amount - - - - - - 96,240 - 96,240Additions - - - - - - - - -Disposals - - - - - - - - -Closing grosscarrying amount - - - - - - 96,240 - 96,240Accumulated depreciationand impairmentOpening accumulateddepreciation - - - - - - 13,359 - 13,359Adjustment During the year - - -Depreciation chargeduring the year - - - - - - 32,080 - 32,080Closing accumulateddepreciation andimpairment - - - - - - 45,439 - 45,439Net carrying amount - - - - - - 50,801 - 50,801Year ended March 31, 2019Opening grosscarrying amount - - - - - - 96,240 - 96,240Additions - - - - - - - - -Disposals - - - - - - - - -Closing grosscarrying amount - - - - - - 96,240 - 96,240Accumulated depreciationand impairmentOpening accumulateddepreciation - - - - - - 45,439 - 45,439Depreciation chargeduring the year - - - - - - 32,080 - 32,080Closing accumulateddepreciation andimpairment - - - - - - 77,519 - 77,519Net carrying amount - - - - - - 18,721 - 18,721

79



Particulars As At As At As At As At31.03.2019 31.03.2019 31.03.2018 31.03.2018

Number of Amt. Number Amt.Shares Rs. Shares Rs.

NOTE - 3 : NON - CURRENT INVESTMENT:Investment in Equity InstrumentsIN SUBSIDIARIES COMPANYEVERGRACE PHARNA PVT LTD (10000 shares of Rs.10) 10000 0.00RITZ FORMULATION PVT LTD (10000 shares of Rs.10) 10000 0.00SUNGRACE PHARMA PVT LTD (10000 shares of Rs.10) 10000 0.00

- -


NOTE - 4 - NON-CURRENT LOANS:(Unsecured, considered good except stated otherwise)Advance recoverable in cash or kind or for valve to be received - 23,878,109

ASHAPURA HOUSING P LTD, MUMBAI 152,318OFFICE (MUMBAI) RENT DEPOSIT 10,000OPTIONS INFRA PROJECT PVT LTD, MUMBAI 87,635PROFIN CAPITAL SERVICES LTD -100,000SAMYA INTERNATIONAL 7,776,522

7,926,475 23,878,109

NOTE - 5 - OTHER NON-CURRENT FINANCIAL ASSETS:SECURITY DEPOSIT (EMBARK LIFE 5,000

- -5,000 -

NOTE - 6 - INVENTORIES:FINISHED GOODS 6,314,958 -

6,314,958 -

NOTE - 7 - TRADE RECEIVABLES:UNSERCURED, CONSIDERED GOOD 64,689,262 13,307,287

64,689,262 13,307,287* Conformation of Trade receivable Parties are not available.

NOTE - 8 - CASH AND CASH EQUIVALENTS:Cash Balance

CASH ON HAND 935,213 709,274Balance with Bank

IN CURRENT ACCOUNT* 10,874,952 936,633(*Current account with ICICI BANK, IDBI BANK ANDSTANDARD CHARTERED BANK)

11,810,165 1,645,907


80



NOTE - 9 - OTHER CURRENT ASSETS:

TDS [COMM/& PRO.FEES] RECEIVAB 96,542TDS [INTREST] RECEIVABLE 159,177PRE-PAID EXP. 31,723OTHER CURRENT ASSETS 47,378INCOME TAX REFUND 48,580GST RECEIVABLE 7,164

390,564 -

NOTE - 10 - EQUITY SHARE CAPITAL:

Authorized :10000000 (P.Y. 3500000) Equity Shares of Rs. 10/- each 10,00,00,000 35,000,000.00Issued, Subscribed and Paid-up:*3249000 (P.Y. 3249000) Equity Shares of Rs. 10/- each 32,490,000.00 32,490,000.00

32,490,000.00 32,490,000.00

a. The reconciliation of the number of outstanding shares as at 31st March 2019 and 31st March, 2018 is setout below:

Particulars As at 31.03.2019 As at 31.03.2018Number of Amount Number of Amount

Shares Shares

Shares outstanding at the beginning of the year 3,249,000 32,490,000 3,249,000 32,490,000Add: issue during the year NIL NIL NIL NILShares outstanding at the end of the year 3,249,000 32,490,000 3,249,000 32,490,000

b. The Company has only one class of equity shares having a par value of Rs. 10/- per share . Each holderof equity share is entitled to same rights based on the number of shares held.

c. Shares in the Company held by each shareholders holding more than 5% shares:

Particulars As at 31.03.2019 As at 31.03.2018Name of Shareholders No. of Percentage No. of Percentage

Shares Held of holding Shares Held of holding

SSAMIR SHAH 1,281,500 39.44% - 0.00%DILIPKUMAR BHOGILAL SHAH 423,397 13.03% - 0.00%

81




NOTE - 12 - BORROWINGS:

Secureda. From Canara Bank

Overdraft against Book Debts * - -Cash Credit** - -

b. Term LoanFrom State Financial Corporation *** - -UnsecuredLoans from Director-Samir Shah 951,965 233,615Loans from Director-Dilipkumar Shah 50,000Loans from Director-Sharad B Shah 19,500Loans from Director-Ronak K.Shah 100,000Loans from Related Parties - -

1,121,465 233,615

NOTE - 13 - TRADE PAYABLE:

UnsecuredTrade Payable*- Outstanding dues of Micro and Small Enterprises 23,352,777 0- Others for Goods and Expenses 25,701,635 6,063,800Advance from Customers - -Statutory Dues - -Other Payables - -

49,054,412 6,063,800

* Disclosure of outstanding dues of Micro and Small Enterprises under Trade Payable is based on the informationavailable with the Company regarding the status of the suppliers as defined under the Micro, Small and MediumEnterprises Development Act, 2006.

NOTE - 14 - PROVISIONS:

Provision for Tax 600,293 124,000.00ADVERTISMENT EXPS PAYABLE 11,000AUDIT FEES PAYABLE 35,000PROFESSIONAL TAX(EMPLOYEES), AHMEDABAD 600TDS DEDUCTED ON COMMISSION, AHMEDABAD 9,581TDS DEDUCTED ON PROFESIONAL, AHMEDABAD 52,003TDS DEDUCTION ON CONTRACTOR, AHMEDABAD 5,136TDS DEDUCTION ON INTERST, AHMEDABAD 6,069TDS DEDUCTION ON SALARY, AHMEDABAD 225,000GST PAYBLE 114,840

1,059,522 124,000


82



NOTE - 15 - REVENUE FROM OPERATION:

Sales & Services 99,531,328 -99,531,328 -

NOTE - 16 - OTHER INCOME:

INTEREST [F D A/C] 26,968INTEREST INCOME (D) 1,564,278COMMISSION [INCOME] 1,930,841INTREST ON INCOME TAX REFUND 4,371OTHER INCOME 32,864Sales & Services - 3890630

3,559,322 3,890,630

NOTE - 17 - PURCHASE OF STOCK IN TRADE:

PURCHASE A/C 95,279,369 2,124,56095,279,369.32 2,124,560

NOTE - 18 - CHANGE IN INVENTORIES:

Add- Opening Stock -Less -Closing Srock 6,314,958

-6,314,958.00

NOTE - 19 - EMLOYEE BENEFIT EXPENSE:

LEAVE ENCASHMENT EXPS 19,112REMMURATION [DIRECTORS] 750,000SALARY A/C 294,788

1,063,900.00

NOTE - 20 - FINANCE COST:

Interest Expense 61,304Bank Charges 3,223

64,526.60

NOTE - 21 - OTHER EXPENSES:Listing Fees 295,000 287,500.00Publication Fees - 44,291.80Professional Fees 1,065,840 99,912.00Auditors’ Remuneration- For Audit 50,000 5,900.00ROC Filing Fees 25,800 11,700.00Office expenses - 101,600.00Bank Charges - 99.90Rent 170,709 120,000.00

83




NOTE - 21 - OTHER EXPENSES: (CONTD.....)

ADVERTISMENT EXP 36,242ANNUAL ISSUER FEES 21,823BSE LTD (EXPENSE) 138,828CLEARANCE CHARGES (IMPORT) 3,135DUTY ADVANCEMENT CHARGE(IMPORT 500EGM EXPENSE 2,360FOREIGN INVST.LIMITS [EXP] 10,000FOREIGN RATE DIFFERENCE EXP 12,537FREIGHT EXP 2,660FREIGHT EXP [OUTWARD] 5% 19,840GODOWN MAINTANANCE 2,500GODOWN RENT [NO 12] 20,000IMPORT EXPENSE CHARGE 6,897OTHER CHARGES (IMPORT) 1,303PLATE CHARGES -800PRODUCT PERMISSION CHARGES [E] -6,000REIMBURSEMENT CHARGE(IMPORT) 4,121ROUNDING (OTHER) -2SALE PROMOTION A/C (5%) 42,212SHARE TRANSFER AGENT FEES 79,517STATIONARY & PRINTING EXP (12% 570WAREHOUSING CHARGES(IMPORT) 967ADVERTISMENT EXP. 5% 79,697COMMISSION [EXP] 89,906CONVEYANCE [PETROL] EXP. 12,325ELECTRICITY EXPS 60FREIGHT EXP (OUTWARDS)12% 44,417FREIGHT EXP (OUTWARDS)18% -1,585KASAR & DISCOUNT 6,334LICENCE FEES 3,000LOAN PROCESS [FINANCE] CHARGES 400,000OFFICE & CANTEEN EXPS 61,989OFFICE [GODOWN] MISCE.EXP. 22,079PROFESSIONAL TAX [FIRM] 2,101STATIONARY & PRINTING EXP.[18% 16,788LEGAL EXP. 107,255MUNICIPAL TAX [ASLALI] MEDICO 715STATIONERY & PRINTING [EXP] 1,170TRADMARK (LEGAL EXP) 4,500INSURANCE [S/P] 12,001MISC EXPS 37,070

2,906,382.10 671,003.70


84



NOTE - 22 - Earnings Per Share (EPS)

a) Weighted Average Number of Equity Shares outstanding during the year 3,249,000 3,249,000b) Net Profit after tax available for Equity Shareholders (Rs.) 7,360,164 294,744c) Basic and Diluted Earnings Per Share (Rs.) 2.27 0.09The Company does not have any outstanding dilutive potential equity shares.

NOTE - 23.1 RELATED PARTY DISCLOSURES NATURE OF RELATIONSHIP AND TRANSACTION WITH RELATEDPARTIES:

1 Related Parties and their Relationship:a) Subsidiary Company: 1. EVAGRACE PHARNA PVT LTD

2. RITZ FORMULATION PVT LTD3. SUNGRACE PHARMA PVT LTD

b) Key Management Personnel: SAMIR D SHAH - MANAGIND DIRECTORPRADIP K MEHTA - CHIEF FINANCIAL OFFICERDEEPIKA MILAN UNDHAND - COMPANY SECRETARY

c) Independent AND Non-Executive Directors:DINESHKUMAR SEVANTILAL SHAH - Independent DIRECTORVIJAY JASVANTLAL SHAH - Independent DIRECTORANKUR AMIRAM DAVE - Independent DIRECTORNISARG ANILBHAI SHAH - Independent DIRECTORTANVI SAMIRBHAI SHAH - Non-Executive DirectorsDILIPKUMAR SHAH - Non-Executive DirectorsSARAD SHAH - Non-Executive DirectorsRONAK SHAH - Non-Executive Directors

e) Relatives of Key Management Personnal:Name RelationshipTANVI S SHAH Wife of Samir Shah

f) Enterprises over which key management personnel are able to exercise significant influence:Name of enteprise Director/Partner/EmployeeMEDICO HEALTHCARE Partnership firm in which Samir Shah is Parnter

RITZ PHARMA Partnership firm in which Samir Shah is Parnter

AZILLIAN HEALTHCARE PVT LTD PVT LTD co in which Samir Shah is Director

OXFORD PHARMA Partnership firm in which Samir Shah is Parnter

SERENE LIFECARE LLP LLP firm in which Samir Shah is Parnter

ROYAL LABS Partnership firm in which Samir Shah is Parnter

85



NOTE - 23.1 RELATED PARTY DISCLOSURES NATURE OF RELATIONSHIP AND TRANSACTION WITH RELATEDPARTIES:2a) Related Party Transactions entered during the year:

Particulars Enterprises Subsidiary Key Managerial Other Related Totaltrusts over Company Persons Parties

whichsignificantinfluence



31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018Purchase of goodsSale of goods 117434.00Arrangement FeesPaidRent/Vehicle HireCharges paidDividend paidDividend receivedInterest Paid 60,693.00 60,693.00 -Discount AllowedLoans Taken 1,121,465.00 233,615.00 1,121,465.00 233,615.00Remuneration onA/c of Salary &Perquisites 871,080.00 - 871,080.00 -

2b) Balance Outstanding at the end of the Financial Year:Particulars Enterprises Subsidiary Key Managerial Other Related Total

trusts over Company Persons Partieswhich

significantinfluence



31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018 31,2019 31,2018Receivable/(Payable) onaccount of goodssale/servicesrendered/received 0 0 0 0 - - - - 0 0Receivable onaccount ofSecurity deposit/Prepaid Lease 0 0 0 0 - - - 0 0Payable onaccount ofLoans Taken 0 0 0 0 1,121,465.00 233,615.00 - - 1,121,465.00 233,615.00


86


NOTE - 23.2 - CONSOLIDATED SEGMENTAL REPORTING FOR THE YEAR ENDED ON 31ST MARCH, 2019 IS ASUNDER.

(A) On the basis of Business Segments:

Particulars FY 2018-19 FY 2017-18Trading Finance Total Trading Finance Total

External Revenues 99531328.32 3522086.62 103053414.9 2,522,630.00 1,368,000.00 3,890,630.00Internal Segment Revenues - - -Other Non-allocable Income 37235.4 - -Total Revenues 99531328.32 3522086.62 103090650.3 2,522,630.00 1,368,000.00 3,890,630.00Less: Elimination - - -Total Revenues 99531328.32 3522086.62 103090650.3 2,522,630.00 1,368,000.00 3,890,630.00External Expenses 93031300.02 93031300.02 3,427,643.70 - 3,427,643.70Other Non-allocable Expenses 0 - -Non reportable Segment Revenue 0 - - -Other Income 0 - - -Interest Cost 0 - - -Total Expenditure 93031300.02 0 93031300.02 3,427,643.70 - 3,427,643.70Provision for Taxes/ Deferred Tax 2699186.25 - - 168,242.00NET PROFIT 6500028.3 3522086.62 7360164.07 (905,013.70) 1,368,000.00 294,744.30

Particulars FY 2017-18Trading Finance Total Trading Finance TotalOTHER INFORMATIONSegment Assets 71004220 7926475 78930695 23,604,693.00 23,604,693.00Unallocable Corporate Assets 12340290.71 - - 1,919,322.80TOTAL ASSETS 71004220 7926475 91270985.71 - 23,604,693.00 25,524,015.80Segment Liabilities 49054412 1121465 50175877 6,026,400.00 233,615.00 6,260,015.00Unallocable Liabilities 1059521.84 - -TOTAL LIABILITIES 49054412 1121465 51235398.84 6,026,400.00 233,615.00 6,260,015.00CAPITAL EXPENDITURE - - -Segment Capital Expenditure - - -Unallocable Capital Expenses 18721 - 50,801.00TOTAL CAPITAL EXPENDITURE 0 0 18721 0 - 50,801.00DEPRECIATION & AMORTISATION - - -Segment Depreciation & Amortisement - - -Unallocated Depreciation & Amortisement 32080 32,080 - 32,080.00TOTAL DEPRECIATION & AMORTISEMENT 32080 0 0 32,080.00 - 32,080.00

(B) Other Disclosure :-1. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17) taking into

account the organization structure as well as the differential risks and returns of these segments.2. The Company has disclosed Business Segment as the primary segment.3. The Segment Revenues, Results, Assets and Liabilities include the respective amount identifiable to each of the

segment and amounts allocated on a reasonable basis.Note :- Above details complied by the Management and relied upon by the Auditors.

87



NOTE - 23.3 - FAIR VALUE MEASUREMENTS:

a. Financial instruments by category:

Particulars As at As atMarch 31, 2019 March 31, 2018

FVOCI Amortised FVOCI Amortisedcost cost

Financial AssetsInvestments- Equity / Pref instruments - -Trade receivables 64,689,262.00 - 13,307,287Cash and cash equivalents 11,810,164.71 - 1,645,907Loans 7,926,475.00 - 23,878,109Total financial asset 84,425,901.71 - 38,831,302.80Financial LiabilitiesBorrowings 1,121,465.00 - 23,878,109Other Finacial Liabilities - -Total financial liabilities 1,121,465.00 - 23,878,109


Financial assets and liabilities measured at fair value Notes Level 1 Level 2 Level 3 Total- March 31 2019Financial AssetsInvestments- Equity / Pref instruments - - - -Total financial asset - - - -Financial assets and liabilities measured at amortisedcost - March 31 2019 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsInvestments- Equity / Pref instruments 3 - - -Trade receivables 7 - - 64,689,262 64,689,262Cash and cash equivalents 8 - - 11,810,165 11,810,165Loans 4 - - 7,926,475 7,926,475Total financial asset - - 84,425,902 84,425,902Financial LiabilitiesBorrowings 12 - - 1,121,465 1,121,465Other financial liabilities - - - -Total financial liabilities - - 1,121,465 1,121,465Financial assets and liabilities measured at fair value- March 31 2018 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsInvestments- Equity / Pref instruments - - - -Total financial asset - - - -


88


NOTE - 23.3 - FAIR VALUE MEASUREMENTS: (CONTD.....)


Financial assets and liabilities measured at amortisedcost - March 31 2018 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsInvestments- Equity / Pref instruments 3 - - -Trade receivables 7 - - 13,307,287 13,307,287Cash and cash equivalents 8 - - 1,645,907 1,645,907Loans 4 - - 23,878,109 23,878,109Total financial asset - - 38,831,303 38,831,303Financial LiabilitiesBorrowings 12 - - 23,878,109 23,878,109Other financial liabilities - - - -Total financial liabilities - - 23,878,109 23,878,109

NOTES - 23.4 ADDITIONAL INFORMATION REGARDING SUBSIDIARIES COMPANIES

Name of the Entity Net Assets, Share in Share in Other Share in Totali.e. Total Assets Profit or Loss Comprehensive Comprehensive

minus Total Liabilities Income IncomeAs % of Amount As % of Amount As % of Amount As % of AmountConsoli- (Rs.) Consoli- (Rs.) Consoli- (Rs.) Consoli- (Rs.)

dated dated dated datedNet Assets Net Assets Net Assets Net Assets

PARENT COMPANYMedico Intercontinental Limited 99.22% 32832723 102.30% 10290458 0 0 102.30% 10290458.32SUBSIDIARY COMPANIESRitz Formulations Private Limited 0.38% 126524 -0.43% -43376 0 0 -0.43% -43376Sungrace Pharma Private Limited 0.35% 116665 -0.53% -52835 0 0 -0.53% -52835Evagrace Pharma Private Limited 0.05% 15103 -1.34% -134897 0 0 -1.34% -134897MINORITY RESERVESUBSIDIARY COMPANIESTOTAL 100.00% 33091015 100% 10059350 100% 10059350.32



89


Form No. MGT- 12Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (c) of the Companies(Management and Administration) Rules, 2014]

Name of the Company : Medico Intercontinental Limited(formerly known as Intercontinental Leasing and Finance Company Limited)

Registered Office : DBS Business Center, 213, Raheja Chambers, 2nd Floor,Free Press Journal Road, Nariman Point, Mumbai - 400021

CIN : L24100MH1984PLC269707

BALLOT PAPERS.N. Particulars Details

1. Name of the first named Shareholder(In Block Letters)

2. Postal address

3. Registered Folio No./*Client ID No.(*applicable to investors holding sharesin dematerialized form)

4. Class of Share Equity Shares

I hereby exercise my vote in respect of Ordinary/Special Resolutions enumerated below by recording my assent ordissent to the said resolutions in the following manner:

No. Item No. No. of Shares I assent to I dissent fromheld by me the resolution the resolution

1. To receive, consider and adopt the Audited FinancialStatements (Standalone & Consolidated) for the financialyear ended 31st March, 2019 together with the Reportsof Board of Directors and Auditors thereon.

2. To appoint Director in place of Mrs. Tanvi Shah (DIN:08192047), who retires by rotation and being eligibleoffers herself for reappointment.

3. To Appoint M/s. V. Goswami & Co., CharteredAccountants, Ahmedabad, as Statutory Auditor of theCompany.

4. Regularization of Ms. Swati Vikramkumar Shah as Non-Executive Director of the Company.

5. Approval of Loans, Investments, Guarantee or Securityunder Section 185 of the Companies Act, 2013

6 Approval of limits for the loans, guarantees and investmentby the company as per section 186 of the CompaniesAct, 2013

7 Approval for entering into Related Party Transactions

_______________________________________________Place : Signature of the Shareholder / Beneficial OwnerDate :


90

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of

the Companies (Management and Administration) Rules, 2014]35th Annual General Meeting

Saturday, 21st September, 2019 at 3.00 p.m.I/We, being the member(s) of Medico Intercontinental Limited (formerly known as Intercontinental Leasing and FinanceCompany Limited) holding __________________shares hereby appoint:

Name : E-mail Id:

Address :

Signature, or failing him/her

Name: E-mail Id:

Address:

Signature, or failing him/her

Name: E-mail Id:

Address:

Signature

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of thecompany, to be held on the Saturday, 21th day of September, 2019 at 3:00 p.m. at ONYX Banquet Venue, HotelIntercontinental Marine Drive, 135, Marine Drive, Mumbai – 400020, Maharashtra and at any adjournment thereof inrespect of such resolutions as are indicated below:

Res. Particulars of the Resolution VoteNo. For Against1. To receive, consider and adopt the Audited Financial Statements (Standalone &

Consolidated) for the financial year ended 31st March, 2019 together with the Reportsof Board of Directors and Auditors thereon.

2 To appoint Director in place of Mrs. Tanvi Shah (DIN: 08192047), who retires by rotationand being eligible offers herself for reappointment.

3. To Appoint M/s. V. Goswami & Co., Chartered Accountants, Ahmedabad, as StatutoryAuditors of the Company.

4. Regularization of Ms. Swati Vikramkumar Shah as Non-Executive Director of the Company5. Approval of Loans, Investments, Guarantee or Security under Section 185 of the Companies

Act, 20136. Approval of limits for the loans, guarantees and investment by the company as per

section 186 of the companies act, 20137. Approval for entering into Related Party Transactions

*It is optional to put an ‘X’ in the appropriate column against the Resolutions indicated in the box. If you leave the foror against column blank against any resolutions, your proxy will be entitled to vote in the manner as he/she thinksappropriate.Note: Notwithstanding the above, the proxies can vote on such other items which may be tabled at the meeting by themanagement.

Signed ____________ Day of September, 2019

Signature of Shareholder :________________________________________________

Signature of Proxy holder(s):______________________________________________Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office ofthe Company, not less than 48 hours before the commencement of the Meeting

AffixRe. 1/-

RevenueStamp

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ATTENDANCE SLIP(To be handed over at the entrance of the meeting hall)

35th Annual General MeetingSaturday, 21th September, 2019 at 3.00 p.m.

I hereby record my presence at the 35th Annual General Meeting of Medico Intercontinental Limited (formerly known asIntercontinental Leasing and Finance Company Limited), on Saturday, 21st September, 2019 at ONYX Banquet Venue,Hotel Intercontinental Marine Drive, 135, Marine Drive, Mumbai – 400020, Maharashtra.

DP ID No.*: L.F. No.:

Client I.D. No. *: No. of Shares held:

Name:

Address:

If Shareholder(s), please sign here: If Proxy, please sign here:

__________________________________________(Member’s /Proxy’s Signature)


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Route Map for Annual General Meeting

Date : 21st September, 2019Day : SaturdayTime : 3.00 p.m.Address : ONYX Banquet Venue, Hotel Intercontinental Marine Drive,

135, Marine Drive, Mumbai – 400020, Maharashtra.

compliances, limited, towers, fort, · companies act, 2013 and the companies (audit and auditors)...

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